EXHIBIT 10.1

FOURTH AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

      THIS FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT , dated this 29th day of December, 2008 (the “Agreement”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation, (the “Corporation”), and GEORGE L. CHAPMAN (the “Executive”).

      WHEREAS , the Corporation and the Executive entered into an Employment Agreement, effective January 1, 1997, which Employment Agreement was amended and restated, effective January 1, 2000, further amended and restated, effective January 1, 2004, and further amended and restated, effective January 1, 2007;

      WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has approved certain modifications to the terms of such amended and restated employment agreement solely for purposes of compliance with the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), and the rules and regulations promulgated thereunder; and

      WHEREAS , the Corporation wishes to assure itself of the services of the Executive for the period provided in this Agreement, including the Executive’s participation in the selection, evaluation and development of a successor to the Executive, and the Executive is willing to serve in the employ of the Corporation for such period upon the terms and conditions set forth in this Agreement, which is effective as of January 1, 2009.

      NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

      1.  EMPLOYMENT

          The Corporation hereby agrees to employ the Executive as the Corporation’s Chairman and Chief Executive Officer, upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve as the Corporation’s Chairman and Chief Executive Officer, and to perform the duties and functions customarily performed by the Chairman and Chief Executive Officer of a publicly traded corporation (including participating in the selection, evaluation and development of the Executive’s successor).

          In such capacities, the Executive shall report only to the Corporation’s Board of Directors, and shall have the powers and responsibilities set forth in Article IV of the Corporation’s By-Laws as well as such additional powers and responsibilities consistent with his position as the Board of Directors may assign to him.

          Throughout the Term (defined below) of this Agreement, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Corporation.

      2.  TERM OF AGREEMENT

          The term of employment under this Agreement shall expire on January 31, 2010 (the “Three Year Term”). Executive shall have the option to extend this Agreement for an additional year (the “Option”) by providing the Corporation with written notice of his intention to extend the Agreement at least six (6) months prior to the expiration of the Three Year Term. The “Three Year Term,” as it may be extended by the “Option,” is sometimes referred to herein as the “Term.”

          The Corporation shall be entitled to terminate this Agreement immediately for any reason subject to the continuing obligations of the Corporation under this Agreement.

      3.  SALARY AND BONUS

          The Executive shall receive a base salary during the Term of this Agreement at a rate of not less than $570,000.00 per annum for 2007, and at a rate of not less than $570,000.00 per annum for subsequent years. All amounts shall be payable in substantially equal semi-monthly installments. During the Term, the Compensation Committee of the Board shall consult with the Executive and review the Executive’s base salary at annual intervals, and may adjust the Executive’s annual base salary from time to time as the Committee deems to be appropriate.

          The Executive shall also be eligible to receive an annual bonus from the Corporation each year during the Term of this Agreement, with the actual amount of such bonus to be determined by the Compensation Committee of the Corporation’s Board, using such performance measures as the Committee deems to be appropriate. Such bonus, if any, shall be paid to the Executive no later than sixty (60) days after the end of the year to which the bonus relates.

      4.  ADDITIONAL COMPENSATION AND BENEFITS

          The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

          (a) Stock Options and Other Long-Term Incentives. The Executive has been granted nonstatutory stock options and shares of restricted stock pursuant to the terms of the Corporation’s 2005 Long-Term Incentive Plan (the “Plan”). During the Term of the Agreement, any additional stock options, restricted stock or other awards under the Plan shall be at the discretion of the Corporation’s Board.

          (b) Disability Insurance. During the Term of this Agreement, the Corporation shall maintain a disability insurance policy on the Executive with the maximum aggregate annual benefit commercially available to the Corporation, up to a maximum of sixty percent (60%) of his annual base salary. The Corporation shall provide at its expense all supplemental disability coverage needed to provide this aggregate benefit. The Executive will submit to such medical examination and supply such information as is necessary for the Corporation to obtain such insurance coverage.

          (c) Health Insurance. During the Term of this Agreement, the Corporation shall provide the Executive and his dependents with health insurance coverage no less favorable than that from time to time made available to other key employees.

          (d) Business Clubs . During the Term of this Agreement, the Corporation shall pay all initiation fees and dues charged by up to two (2) dining clubs, country clubs, athletic clubs, or similar organizations of which the Executive is a member or desires to become a member.

          (e) Conferences . During the Term of this Agreement, the Corporation shall pay for the Executive and his wife to attend up to three (3) business-related conferences, conventions or seminars within the continental United States each year during the Term of this Agreement, including registration fees, travel expenses and reasonable hotel and meal allowances.

          (f) Vacation . During the Term of this Agreement, the Executive shall be entitled to up to five (5) weeks of vacation during each year during the Term of this Agreement and any extensions thereof, prorated for partial years.

          (g) Medical Examinations. During the Term of this Agreement, the Corporation shall pay or reimburse the Executive for the cost of a physical examination by a physician acceptable to the Executive in alternate years.

          (h) Business Expenses. During the Term of this Agreement, the Corporation shall reimburse the Executive for all reasonable expenses he incurs in promoting the Corporation’s business, including expenses for travel and similar items, upon presentation by the Executive from time to time of an itemized account of such expenditures.

          In addition to the benefits provided pursuant to the preceding paragraphs of this Section 4, the Executive shall be eligible, during the Term, to participate in such other executive compensation and retirement plans of the Corporation as are applicable generally to other officers. The Executive shall be eligible during the Term to participate in the Corporation’s supplemental executive retirement plan, in such other retirement plans of the Corporation as are applicable generally to other officers, and welfare benefit plans, programs, practices and policies of the Corporation as are generally applicable to other key employees, unless such participation would duplicate, directly or indirectly, benefits already accorded to the Executive.

      5.  SPECIAL RETENTION AND INCENTIVE AWARD

          In addition to the salary, bonus, additional compensation, benefits and any other compensation, awards or benefits that have been or may be granted to the Executive, the Executive is eligible for a special retention and incentive award (the “Special Award”) of up to 120,000 shares of the Corporation’s common stock, par value $1.00 per share (the “Shares), subject to the terms described below. On the date this Agreement is entered into, 60,000 of the Shares shall be granted to the Executive as restricted shares (the “Restricted Shares”) and 60,000 of the Shares shall be granted to the Executive in performance awards (the “Performance Award Shares”), all pursuant to the terms of the Plan (the Restricted Shares and the Performance Award Shares are sometimes referred to collectively herein as the “Shares”). Except as provided in

Section 6 herein, the Shares will vest and have dividend treatment as follows:

          (a) The 60,000 Restricted Shares shall vest at the end of the Three Year Term, subject to the Executive’s continued employment for the Three Year Term. The Executive will be entitled to current receipt of dividends on the 60,000 Restricted Shares.

          (b) The 60,000 Performance Award Shares shall be paid in shares of common stock within sixty (60) days following the end of the Three Year Term, subject to the Executive’s continued employment for the Three Year Term, if the Board of Directors has determined that the Corporation’s strategic plan of diversifying into new markets such as senior housing, medical office building, hospital facilities or other areas as specified by the Board has been implemented successfully. The Executive shall be granted dividend equivalent rights (“DERs”) on the 60,000 Performance Award Shares. The DER payments on 30,000 of the Performance Award Shares will be paid to the Executive as dividends are declared and paid on shares of common stock; provided the Executive is employed on the dividend payment date. The DER payments on the remaining 30,000 Performance Award Shares will accrue as dividends are declared on shares of common stock, be deemed reinvested in additional common shares and will be paid in such additional shares if and when the underlying Performance Award Shares are earned and paid.

      6.  PAYMENTS UPON TERMINATION

          (a) Involuntary Termination . If the Executive’s employment is involuntarily terminated by the Corporation during the Term of this Agreement, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan.

          If the termination is not a termination for Cause, as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then the Corporation shall also be obligated to make a lump sum severance payment to the Executive equal to the present value of a series of monthly severance payments for each month during the remaining term of this Agreement, but not less than twelve (12) months (the “Severance Period”), each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect on the date of termination, and (ii) the greater of (A) the average of the annual bonuses paid to the Executive for the last two (2) fiscal years preceding the termination date or (B) a minimum bonus equal to one hundred percent (100%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of involuntary termination. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination and shall be in the form of a bank cashier’s check. If the Executive obtains a replacement position with any new employer (including a position as an officer, employee, consultant, or agent, or self-employment as a partner or sole proprietor), the

Executive shall be obligated to repay to the Corporation an amount equal to all amounts the Executive receives as compensation for services performed during the Severance Period; provided however, that the aggregate repayment obligation shall not exceed the amount of the lump sum payment under this paragraph (a). The Executive shall be under no duty to mitigate the amounts owed to him under this paragraph (a) by seeking such a replacement position.

          In addition, if the termination is not a termination for Cause as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then:

     (i) The 60,000 Restricted Shares granted to the Executive pursuant to Section 5(a) shall become vested and 30,000 of the Performance Award Shares granted to the Executive pursuant to Section 5(b) shall become earned and payable and shall be paid within sixty (60) days of the Executive’s termination of employment. The remaining 30,000 Performance Award Shares granted to the Executive pursuant to Section 5(b) may become earned and payable to the extent the Board determines that the goals specified in Section 5(b) have been attained and, if earned and payable, shall be paid within sixty (60) days of the Executive’s termination of employment;

     (ii) Any stock options, restricted stock (except for the Shares granted pursuant to the Special Award which Shares are treated in Section 6(a)(i)) or other awards granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested and earned and payable and, in the case of stock options, exercisable in full; and

     (iii) The Executive shall be provided continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination for the remaining Term of the Agreement (but not less than twelve (12) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code, if the Executive elected such coverage and paid the applicable premiums), or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (b) Disability . The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a medically diagnosable physical or mental condition, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. In addition, the Corporation shall make a series of monthly disability payments to Executive, each equal to one-twelfth (1/12th) of the sum of (i) his annual base salary, as in effect at the time Executive became permanently disabled, and (ii) the greater of (A) the average of the

annual bonuses paid to the Executive for the last two (2) fiscal years preceding the date of disability or (B) a minimum bonus equal to one hundred percent (100%) of the Executive’s annual base salary. Payment of such disability benefit shall be paid in accordance with the Corporation’s normal payroll practices, shall commence with the month following the month in which the involuntary termination occurs and continue each month for the remaining Term of this Agreement (but not less than twenty-four (24) months), but shall terminate at an earlier date if the Executive returns to active employment, either with the Corporation or otherwise. Any amounts payable under this Section 6(b) shall be reduced by any amounts paid to the Executive under any long-term disability plan or other disability program or insurance policies maintained or provided by the Corporation. Upon termination due to a disability, (i) all stock options, restricted stock or other awards held by the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested or earned and payable, as the case may be, and in the case of stock options, exercisable in full in accordance with the terms of the applicable plan or plans and (ii) the Special Award shall become fully vested, or earned and payable, as the case may be, and shall be paid within sixty (60) days following the date of the Executive’s termination of employment.

          (c) Termination for Cause . If the Executive’s employment is terminated by the Corporation for Cause, the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to the fiscal year of the Corporation most recently ended, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation. Such payments shall be made to the Executive within sixty (60) days of the date of the Executive’s termination. Also, if the Executive’s employment is terminated by the Corporation for Cause, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited.

          For purposes of this Agreement, the term “Cause” shall be limited to (i) action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or a breach of the covenants set forth in Sections 10 and 11 below; or (ii) the Executive being convicted of a felony; or (iii) the Executive being convicted of any lesser crime or offense committed in connection with the performance of his duties hereunder or involving moral turpitude; or (iv) the intentional and willful failure by the Executive to substantially perform his duties hereunder as directed by the Board (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand for substantial performance is made on the Executive by the Board of Directors.

          (d) Voluntary Termination by the Executive . If the Executive resigns or otherwise voluntarily terminates his employment before the end of the Term of this Agreement (other than in connection with a Change in Corporate Control as described in Section 7), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination.

Also, if the Executive’s employment is voluntarily terminated as set forth in this Section, all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited.

          For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Chairman and Chief Executive Officer of the Corporation during the Term (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s Board of Directors; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

      7.  EFFECT OF CHANGE IN CORPORATE CONTROL

          (a) In the event of a Change in Corporate Control, the vesting of any stock options, restricted stock or other awards granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall all be accelerated and all such awards shall become immediately vested and payable in full and, in the case of stock options, exercisable in full in accordance with the applicable terms thereof and the Shares granted pursuant to the Special Award shall become fully vested, or earned and payable, as the case may be, and shall be paid within sixty (60) days following the date of the Change in Corporate Control.

          (b) If, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment, the Executive shall be entitled to receive, in lieu of the lump sum severance payment described in Section 6(a) above, a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect at the time of the Change in Corporate Control, and (ii) the greater of (A) the average of the annual bonuses paid to the Executive for the last two (2) fiscal years of the Corporation ending prior to the Change in Corporate Control or (B) a minimum bonus equal to one hundred percent (100%) of the Executive’s annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination or voluntary resignation and shall be in the form of a bank cashier’s check.

          In addition, if the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate

Control, he shall be entitled to continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination, which coverage shall be continued until the expiration of the Term of the Agreement (but not less than twelve (12) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code if the Executive elected such coverage and paid the applicable premiums) or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (c) For purposes of this Agreement, a “Change in Corporate Control” shall include any of the following events:

     (1) The acquisition in one or more transactions of more than twenty percent (20%) of the Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended);

     (2) Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is the surviving entity and, in connection with such merger or consolidation, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for other stock or securities of the Corporation or any other person, or cash, or any other property.

     (3) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than “Continuing Directors”. For this purpose, those persons who were members of the Board of Directors on January 1, 2007, shall be “Continuing Directors.” Any person who is nominated for election as a member of the Board after January 1, 2007, shall also be considered a “Continuing Director” for this purpose if, and only if, his or her nomination for election to the Board of Directors is approved or recommended by a majority of the members of the Board (or of the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or

     (4) Any person, or group of persons, announces a tender offer for at least twenty percent (20%) of the Corporation’s Common Stock.

          (d) Notwithstanding anything else in this Agreement, if any payment, accelerated vesting or other benefit provided by the Corporation to the Executive in connection with a Change in Corporate Control, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Parachute Payment”) is determined to be a parachute payment subject to the excise tax imposed by Section 4999 of the Code or any other tax having the same effect (such excise tax or other tax, together with any interest and penalties incurred by the Executive with respect to such taxes, are collectively referred to herein as the “Excise Tax”), the

Corporation shall make an additional payment (the “Gross-Up Payment”) to the Executive in an amount such that the net amount of the Gross-Up Payment the Executive retains, after payment by the Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, the Excise Tax and any federal, state or local income taxes (and any interest and penalties imposed with respect thereto) on the Gross-Up Payment, will be equal to the Excise Tax liability imposed upon the Executive with respect to all Parachute Payments (other than the Gross-Up Payment). The Gross-Up Payment shall be paid to the Executive no later than the date the Executive is required to pay the Excise Tax.

          (e) If any dispute arises between the Corporation (or any successor) and the Executive regarding Executive’s right to severance payments under Section 6 or Section 7, the Executive shall be entitled to recover his attorneys fees and costs incurred in connection with such dispute. The following additional terms and conditions shall apply to the reimbursement of any attorneys fees and costs: (i) the attorneys fees and costs must be incurred by the Executive within five years following the date of the Executive’s termination or resignation, (ii) the attorneys fees and costs shall be paid by the Corporation by the end of the taxable year following the year in which the attorneys fees and costs were incurred, (iii) the amount of any attorneys fees and costs paid by the Corporation in one taxable year shall not affect the amount of any attorneys fees and costs to be paid by the Corporation in any other taxable year, and (iv) the Executive’s right to receive attorneys fees and costs may not be liquidated or exchanged for any other benefit.

      8.  DEATH

          If the Executive dies during the Term of this Agreement, the Corporation shall pay to the Executive’s estate a lump sum payment equal to the sum of the Executive’s base salary accrued through the date of death, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the date of death. In addition, the Corporation shall pay to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing) a lump sum payment equal to the present value of a series of monthly payments for each month during the remaining Term of the Agreement (but not less than twenty-four (24) months), each in an amount equal to one-twelfth (1/12 ^th ) of the sum of (i) the Executive’s annual base salary, as in effect on the date of death, and (ii) the greater of (A) the average of the annual bonuses paid to the Executive for the last two (2) fiscal years preceding the date of death or (B) a minimum bonus equal to one hundred percent (100%) of the Executive’s annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) for the date of death. Both the lump sum payment to the Executive’s estate and the lump sum payment to the Executive’s surviving spouse (or other designated beneficiary) shall be paid within sixty (60) days following the date of the Executive’s death. In addition, upon the Executive’s death (x) the death benefits payable by reason of the Executive’s death under any retirement, deferred compensation, life insurance or other employee benefit plan maintained by the Corporation shall be paid to the beneficiary designated by the Executive, (y) the stock options, restricted stock or other awards held by the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested, and, in the case of stock options, exercisable in full, in accordance with the terms of the applicable plan or plans and (z) the Special Award shall become

fully vested, or earned and payable, as the case may be, and shall be paid within sixty (60) days following the date of the Executive’s death.

      9.  WITHHOLDING AND SECTION 409A COMPLIANCE

          The Corporation shall, to the extent permitted by law, have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment.

          This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination,” “termination of employment,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Corporation and all entities treated as a single employer with the Corporation under Sections 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein). Notwithstanding any other provision in this Agreement, if the Executive is a “Specified Employee” (as defined Treasury Regulation Section 1.409A-1(i) on December 31 ^st of the prior calendar year), as of the date of the Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, together with interest at an annual rate equal to the interest rate specified by KeyBank for a six-month certificate of deposit, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Corporation under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

      10.  PROTECTION OF CONFIDENTIAL INFORMATION

          The Executive agrees that he will keep all confidential and proprietary information of the Corporation or relating to its business confidential, and that he will not (except with the Corporation’s prior written consent), while in the employ of the Corporation or thereafter, disclose any such confidential information to any person, firm, corporation, association or other entity, other than in furtherance of his duties hereunder, and then only to those with a “need to know.” The Executive shall not make use of any such confidential information for his own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Corporation) under any circumstances during or after the Term of his employment. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Corporation or is otherwise in the public domain at the time of disclosure.

          The Executive recognizes that because his work for the Corporation may bring him into contact with confidential and proprietary information of the Corporation, the restrictions of this Section 10 are required for the reasonable protection of the Corporation and its investments and for the Corporation’s reliance on and confidence in the Executive.

      11.  COVENANT NOT TO COMPETE

          The Executive hereby agrees that he will not, either during the employment Term or during the period of one (1) year from the time the Executive’s employment under this Agreement is terminated by him voluntarily or by the Corporation for Cause, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of health care facilities, or passive investing in or lending to health care-related enterprises. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities.

          The Executive agrees that he shall not, for a period of one year from the time his employment under this Agreement ceases (for whatever reason), or, if later, during the Severance Period (in the event of an involuntary termination under Section 6(a) or 6(b) of this Agreement) or for a period of thirty-six (36) months after an involuntary termination or voluntary resignation following a Change in Corporate Control under Section 7 of this Agreement, solicit any employee or full-time consultant of the Corporation for the purposes of hiring or retaining such employee or consultant.

      12.  INJUNCTIVE RELIEF

          The Executive acknowledges and agrees that it would be difficult to fully compensate the Corporation for damages resulting from the breach or threatened breach of the covenants set forth in Sections 10 and 11 of this Agreement and accordingly agrees that the Corporation shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action

or proceeding instituted in the United States District Court for the Northern District of Ohio or in any court in the State of Ohio having subject matter jurisdiction. This provision with respect to injunctive relief shall not, however, diminish the Corporation’s right to claim and recover damages.

          It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be reasonable, if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Executive, no such provision of this Agreement shall be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable.

      13.  NOTICES

          All notices or communications hereunder shall be in writing and sent certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):

           If to the Corporation:

Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, OH 43604
Attention: Erin C. Ibele, Senior Vice President- Administration and
                  Corporate Secretary

           If to the Executive:

George L. Chapman
2604 Riverview Dr.
Maumee, OH 43537

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

      14.  SEPARABILITY

          If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

      15.  ASSIGNMENT

          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Corporation, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

      16.  ENTIRE AGREEMENT

          This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Corporation and the Executive. The Agreement may be amended at any time by mutual written agreement of the parties hereto.

      17.  GOVERNING LAW

          This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Ohio, other than the conflict of laws provisions of such laws.

      IN WITNESS WHEREOF , the Corporation has caused this Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.

Attest:		HEALTH CARE REIT, INC.
/s/ Erin C. Ibele		By:		/s/ Jeffrey H. Miller
Erin C. Ibele, Senior Vice President-				Jeffrey H. Miller, Executive Vice
Administration and Corporate Secretary				President and General Counsel
Witness:		EXECUTIVE:
/s/ Rita Rogge		/s/ George L. Chapman
		George L. Chapman

EXHIBIT 10.2

THIRD AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

           THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT , dated this 29th day of December, 2008 (the “Agreement”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation, (the “Corporation”), and RAYMOND W. BRAUN (the “Executive”).

           WHEREAS , the Corporation and the Executive entered into an Employment Agreement, effective as of January 1, 1997;

           WHEREAS , the Corporation and the Executive entered into an Amended and Restated Employment Agreement, effective as of January 1, 2000;

           WHEREAS , the Corporation and the Executive entered into a Second Amended and Restated Employment Agreement, effective as of January 1, 2004;

           WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has approved certain modifications to the terms of such Second Amended and Restated Employment Agreement solely for purposes of compliance with the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), and the rules and regulations promulgated thereunder; and

           WHEREAS, the Corporation wishes to assure itself of the services of the Executive for the period provided in this Agreement and the Executive is willing to serve in the employ of the Corporation for such period upon the terms and conditions set forth in this Agreement, which is effective as of January 1, 2009.

           NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

      1.  EMPLOYMENT

          The Corporation hereby agrees to employ the Executive as the Corporation’s President and Chief Financial Officer, upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve as the Corporation’s President and Chief Financial Officer, and to perform the duties and functions customarily performed by the President and Chief Financial Officer of a publicly traded corporation during the term of this Agreement. In such capacity, the Executive shall report only to the Corporation’s Chief Executive Officer (“CEO”), and shall have the powers and responsibilities set forth in Article IV of the Corporation’s By-Laws as well as such additional powers and responsibilities consistent with his position as the CEO may assign to him.

          Throughout the term of this Agreement, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Corporation.

      2.  TERM OF AGREEMENT

          The current term of employment under this Agreement shall expire on January 31, 2009. Upon the expiration of such term, the term of employment hereunder shall automatically be extended without further action by the parties for successive two (2) year renewal terms, unless either party shall give at least six (6) months advance written notice to the other of his or its intention that this Agreement shall terminate upon the expiration of the current term or the then current renewal term, as the case may be.

          Notwithstanding the foregoing, the Corporation shall be entitled to terminate this Agreement immediately, subject to a continuing obligation to make any payments required under Section 5 below, if the Executive (i) becomes disabled as described in Section 5(b), (ii) is terminated for Cause, as defined in Section 5(c), or (iii) voluntarily terminates his employment before the current term of this Agreement expires, as described in Section 5(d).

      3.  SALARY AND BONUS

          The Executive shall receive a base salary during the term of this Agreement at a rate of not less than $285,402 per annum for 2004, and at a rate of not less than $285,402 per annum for subsequent years, payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the CEO and review the Executive’s base salary at annual intervals, and may adjust the Executive’s annual base salary from time to time as the Committee deems to be appropriate.

          The Executive shall also be eligible to receive an annual bonus from the Corporation each year during the term of this Agreement, with the actual amount of such bonus to be determined by the Compensation Committee of the Corporation’s Board, using such performance measures as the Committee deems to be appropriate. Such bonus, if any, shall be paid to the Executive no later than sixty (60) days after the end of the year to which the bonus relates.

      4.  ADDITIONAL COMPENSATION AND BENEFITS

          The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

     (a) Stock Options and Other Long-Term Incentives . The Executive has been granted incentive stock options, nonstatutory stock options and shares of restricted stock pursuant to the terms of the Corporation’s 1995 Stock Incentive Plan. During the remaining term of the Agreement, any additional stock options, restricted stock or other awards under the 1995 Stock Incentive Plan shall be at the discretion of the Compensation Committee of the Corporation’s Board.

     (b) Health Insurance . The Corporation shall provide the Executive and his dependents with health insurance, life insurance and disability coverage on terms no less favorable than that from time to time made available to other key employees.

     (c) Vacation . The Executive shall be entitled to up to three (3) weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

     (d) Business Expenses . The Corporation shall reimburse the Executive for all reasonable expenses he incurs in promoting the Corporation’s business, including expenses for travel and similar items, upon presentation by the Executive from time to time of an itemized account of such expenditures.

     (e) Business Clubs . The Corporation shall pay all initiation fees and dues charged by up to one (1) dining club, country club, athletic club, or similar organization of which the Executive is a member or desires to become a member.

          In addition to the benefits provided pursuant to the preceding paragraphs of this Section 4, the Executive shall be eligible to participate in such other executive compensation and retirement plans of the Corporation as are applicable generally to other officers, and in such welfare benefit plans, programs, practices and policies of the Corporation as are generally applicable to other key employees, unless such participation would duplicate, directly or indirectly, benefits already accorded to the Executive.

      5.  PAYMENTS UPON TERMINATION

          (a) Involuntary Termination . If the Executive’s employment is involuntarily terminated by the Corporation during the term of this Agreement, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan.

          If the termination is not a termination for Cause, as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then the Corporation shall also be obligated to make a lump sum severance payment to the Executive equal to the present value of a series of monthly severance payments for each month during the remaining term of this Agreement, but not less than twelve (12) months (the “Severance Period”), each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect on the date of termination, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the termination date or (B) a minimum bonus equal to fifty-five percent (55%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of involuntary termination. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination and shall be in the form of a bank cashier’s check. If the Executive obtains a replacement position with any new employer (including a position as an officer, employee, consultant, or agent, or self-employment as a partner or sole proprietor), the Executive shall be

obligated to repay to the Corporation an amount equal to all amounts the Executive receives as compensation for services performed during the Severance Period; provided however, that the aggregate repayment obligation shall not exceed the amount of the lump sum payment under this paragraph (a). The Executive shall be under no duty to mitigate the amounts owed to him under this paragraph (a) by seeking such a replacement position.

          In addition, if the termination is not a termination for Cause as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then:

     (i) Any stock options, restricted stock or other awards granted to the Executive under the Corporation’s 1995 Stock Incentive Plan shall become fully vested and, in the case of stock options, exercisable in full; and

     (ii) The Executive shall be provided continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination for the remaining term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code, if the Executive elected such coverage and paid the applicable premiums), or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (b) Disability . The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a medically diagnosable physical or mental condition, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. In addition, the Corporation shall make a series of monthly disability payments to Executive, each equal to one-twelfth (1/12 ^th ) of the sum of (i) his annual base salary, as in effect at the time Executive became permanently disabled, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the date of disability or (B) a minimum bonus equal to fifty-five percent (55%) of the Executive’s annual base salary. Payment of such disability benefit shall be paid in accordance with the Corporation’s normal payroll practices, shall commence with the month following the month in which the involuntary termination occurs and continue each month for the remaining current term of this Agreement (but not less than twelve (12) months), but shall terminate at an earlier date if the Executive returns to active employment, either with the Corporation or otherwise. Any amounts payable under this Section 5(b) shall be reduced by any amounts paid to the Executive under any long-term disability plan or other disability program or insurance policies maintained or provided by the Corporation.

          (c) Termination for Cause . If the Executive’s employment is terminated by the Corporation for Cause, the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to the fiscal year of the Corporation most recently ended, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation. Such payments shall be made to the Executive within sixty (60) days following the date of termination.

          For purposes of this Agreement, the term “Cause” shall be limited to (i) action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or a breach of the covenants set forth in Sections 9 and 10 below; or (ii) the Executive being convicted of a felony; or (iii) the Executive being convicted of any lesser crime or offense committed in connection with the performance of his duties hereunder or involving moral turpitude; or (iv) the intentional and willful failure by the Executive to substantially perform his duties hereunder as directed by the Corporation’s CEO (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand for substantial performance is made on the Executive by the Board of Directors.

          (d) Voluntary Termination by the Executive . If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current term of this Agreement (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination.

          For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the President or Chief Financial Officer of the Corporation (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

      6.  EFFECT OF CHANGE IN CORPORATE CONTROL

          (a) In the event of a Change in Corporate Control, the vesting of any stock options, restricted stock or other awards granted to the Executive under the terms of the Corporation’s 1995 Stock Incentive Plan shall be accelerated (to the extent permitted by the terms of such Plan) and such awards shall become immediately vested in full and, in the case of stock options, exercisable in full.

          (b) If, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, and during the term of this Agreement, the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly severance payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect at the time of the Change in Corporate Control, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year of the Corporation ending prior to the Change in Corporate Control or (B) a minimum bonus equal to fifty-five percent (55%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination or voluntary resignation and shall be in the form of a bank cashier’s check.

          In addition, if the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he shall be entitled to continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination, which coverage shall be continued until the expiration of the current term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code if the Executive elected such coverage and paid the applicable premiums) or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (c) For purposes of this Agreement, a “Change in Corporate Control” shall include any of the following events:

(1) The acquisition in one or more transactions of more than twenty percent (20%) of the Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended);

(2) Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity;

(3) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than “Continuing Directors”. For this purpose, those persons who were members of the Board of Directors on May 1, 1995, shall be “Continuing Directors”. Any person who is nominated for election as a member of the Board after May 1, 1995, shall also be considered a “Continuing Director” for this purpose if, and only if, his or her nomination for election to the Board of Directors is approved or recommended by a majority of the members of the Board (or of the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or

(4) Any person, or group of persons, announces a tender offer for at least twenty percent (20%) of the Corporation’s Common Stock, and the Board of Directors appoints a special committee of the Board to consider the Corporation’s response to such tender offer.

          (d) Notwithstanding anything else in this Agreement, if any payment, accelerated vesting or other benefit provided by the Corporation to the Executive in connection with a Change in Corporate Control, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Parachute Payment”) is determined to be a parachute payment subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest and penalties incurred by the Executive with respect to such excise tax, are referred to as the “Excise Tax”), the Corporation shall make an additional payment (the “Gross-Up Payment”) to the Executive in an amount such that the net amount of the Gross-Up Payment the Executive retains, after payment by the Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, the Excise Tax and any federal, state or local income taxes (and any interest and penalties imposed with respect thereto) on the Gross-Up Payment, will be equal to the Excise Tax liability imposed upon the Executive with respect to all Parachute Payments (other than the Gross-Up Payment). The Gross-Up Payment shall be paid to the Executive no later than the date the Executive is required to pay the Excise Tax.

      7.  DEATH

          If the Executive dies during the term of this Agreement, the Corporation shall pay to the Executive’s estate a lump sum payment equal to the sum of the Executive’s base salary accrued through the date of death, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the date of death. In addition, the Corporation shall pay to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing) a lump sum payment equal to the present value of a series of monthly payments for each month during the remaining term of the Agreement (but not less than twelve (12) months), each in an amount equal to one-twelfth (1/12 ^th ) of the sum of (i) the Executive’s annual base salary, as in effect on the date of death, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the date of death or (B) a minimum bonus equal to fifty-five percent (55%) of the Executive’s annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) for the date of death. Both the lump sum payment to the Executive’s estate and the lump sum payment to the Executive’s surviving spouse (or other designated beneficiary) shall be paid within sixty (60) days following the date of the Executive’s death. In addition, the

death benefits payable by reason of the Executive’s death under any retirement, deferred compensation, life insurance or other employee benefit plan maintained by the Corporation shall be paid to the beneficiary designated by the Executive, and the stock options, restricted stock or other awards held by the Executive under the Corporation’s stock plans shall become fully vested, and, in the case of stock options, exercisable in full, in accordance with the terms of the applicable plan or plans.

      8.  WITHHOLDING

          The Corporation shall, to the extent permitted by law, have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment.

      9.  PROTECTION OF CONFIDENTIAL INFORMATION

          The Executive agrees that he will keep all confidential and proprietary information of the Corporation or relating to its business confidential, and that he will not (except with the Corporation’s prior written consent), while in the employ of the Corporation or thereafter, disclose any such confidential information to any person, firm, corporation, association or other entity, other than in furtherance of his duties hereunder, and then only to those with a “need to know.” The Executive shall not make use of any such confidential information for his own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Corporation) under any circumstances during or after the term of his employment. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Corporation or is otherwise in the public domain at the time of disclosure.

          The Executive recognizes that because his work for the Corporation may bring him into contact with confidential and proprietary information of the Corporation, the restrictions of this Section 9 are required for the reasonable protection of the Corporation and its investments and for the Corporation’s reliance on and confidence in the Executive.

      10.  COVENANT NOT TO COMPETE

          The Executive hereby agrees that he will not, either during the employment term or during the period of one (1) year from the time the Executive’s employment under this Agreement is terminated by him voluntarily, by the Corporation for Cause, or because the Executive chooses not to extend the term of this Agreement, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of health care facilities, or passive investing in or lending to health care-related enterprises. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities.

          The Executive agrees that he shall not, for a period of one year from the time his employment under this Agreement ceases (for whatever reason), or, if later, during the Severance Period (in the event of an involuntary termination under Section 5(a) or 5(b) of this Agreement) or for a period of twenty-four (24) months after an involuntary termination or voluntary resignation following a Change in Corporate Control under Section 6 of this Agreement, solicit any employee or full-time consultant of the Corporation for the purposes of hiring or retaining such employee or consultant.

      11.  INJUNCTIVE RELIEF

          The Executive acknowledges and agrees that it would be difficult to fully compensate the Corporation for damages resulting from the breach or threatened breach of the covenants set forth in Sections 9 and 10 of this Agreement and accordingly agrees that the Corporation shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in the United States District Court for the Northern District of Ohio or in any court in the State of Ohio having subject matter jurisdiction. This provision with respect to injunctive relief shall not, however, diminish the Corporation’s right to claim and recover damages.

          It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be reasonable, if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Executive, no such provision of this Agreement shall be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable.

      12.  NOTICES

          All notices or communications hereunder shall be in writing and sent certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):

If to the Corporation:

Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, OH 43604
Attention: Corporate Secretary

If to the Executive:

Raymond W. Braun
543 Troon Rd.
Holland, OH 43528

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

      13.  SEPARABILITY

          If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

      14.  ASSIGNMENT

          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Corporation, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

      15.  ENTIRE AGREEMENT

          This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Corporation and the Executive. The Agreement may be amended at any time by mutual written agreement of the parties hereto.

      16.  SECTION 409A COMPLIANCE

          This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination,” “termination of employment,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Corporation and all entities treated as a single employer with the Corporation under Sections 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein). Notwithstanding any other provision in this Agreement, if the Executive is a “Specified Employee” (as defined Treasury Regulation Section 1.409A-1(i) on December 31 ^st of the prior calendar year), as of the date of the Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month

anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, together with interest at an annual rate equal to the interest rate specified by KeyBank for a six-month certificate of deposit, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Corporation under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

      17.  GOVERNING LAW

          This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Ohio, other than the conflict of laws provisions of such laws.

           IN WITNESS WHEREOF , the Corporation has caused this Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.

Attest:		HEALTH CARE REIT, INC.
/s/ Erin C. Ibele		By:		/s/ Jeffrey H. Miller
Erin C. Ibele, Senior Vice President-				Jeffrey H. Miller, Executive Vice
Administration and Corporate Secretary				President and General Counsel
Witness:		EXECUTIVE:
/s/ Rita Rogge		/s/ Raymond W. Braun
		Raymond W. Braun

EXHIBIT 10.3

SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

           THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT , dated this 29th day of December, 2008 (the “Agreement”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation, (the “Corporation”), and CHARLES J. HERMAN, Jr. (the “Executive”).

           WHEREAS , the Corporation and the Executive entered into an Employment Agreement, effective as of August 1, 2000;

           WHEREAS , the Corporation and the Executive entered into an Amended and Restated Employment Agreement, effective as of January 1, 2004;

           WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has approved certain modifications to the terms of such Amended and Restated Employment Agreement solely for purposes of compliance with the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), and the rules and regulations promulgated thereunder; and

           WHEREAS, the Corporation wishes to assure itself of the services of the Executive for the period provided in this Agreement and the Executive is willing to serve in the employ of the Corporation for such period upon the terms and conditions set forth in this Agreement, which is effective as of January 1, 2009.

           NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

      1.  EMPLOYMENT

          The Corporation hereby agrees to employ the Executive as the Corporation’s Vice President of Operations, upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position, and to be responsible for originating new transactions, underwriting, monitoring, research and such related duties that are customarily performed by a Vice President of Operations of a publicly traded corporation during the term of this Agreement. In such capacity, the Executive shall report only to the Corporation’s Chief Executive Officer (“CEO”) and President and Chief Financial Officer (“CFO”), and shall have the powers and responsibilities set forth in Article IV of the Corporation’s By-Laws (if specified) as well as such additional powers and responsibilities consistent with his position as the CEO and CFO may assign to him.

          Throughout the term of this Agreement, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Corporation.

      2.  TERM OF AGREEMENT

          The current term of employment under this Agreement shall expire on January 31, 2009. Upon the expiration of such term, the term of employment hereunder shall automatically be extended without further action by the parties for successive two (2) year renewal terms, unless either party shall give at least six (6) months advance written notice to the other of his or its intention that this Agreement shall terminate upon the expiration of the current term or the then current renewal term, as the case may be.

          Notwithstanding the foregoing, the Corporation shall be entitled to terminate this Agreement immediately, subject to a continuing obligation to make any payments required under Section 5 below, if the Executive (i) becomes disabled as described in Section 5(b), (ii) is terminated for Cause, as defined in Section 5(c), or (iii) voluntarily terminates his employment before the current term of this Agreement expires, as described in Section 5(d).

      3.  SALARY AND BONUS

          The Executive shall receive a base salary during the term of this Agreement at a rate of not less than $218,545 per annum for 2004, and at a rate of not less than $218,545 per annum for subsequent years, payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the CEO and review the Executive’s base salary at annual intervals, and may adjust the Executive’s annual base salary from time to time as the Committee deems to be appropriate.

          The Executive shall also be eligible to receive an annual bonus from the Corporation each year during the term of this Agreement, with the actual amount of such bonus to be determined by the Compensation Committee of the Corporation’s Board, using such performance measures as the Committee deems to be appropriate. Such bonus, if any, shall be paid to the Executive no later than sixty (60) days after the end of the year to which the bonus relates.

      4.  ADDITIONAL COMPENSATION AND BENEFITS

          The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

     (a) Stock Options and Other Long-Term Incentives . The Executive has been granted incentive stock options, nonstatutory stock options, and shares of restricted stock pursuant to the terms of the Corporation’s 1995 Stock Incentive Plan. During the remaining term of the Agreement, any additional stock options, restricted stock or other awards under the 1995 Stock Incentive Plan shall be at the discretion of the Compensation Committee of the Corporation’s Board.

     (b) Health Insurance . The Corporation shall provide the Executive and his dependents with health insurance, life insurance, and disability coverage on terms no less favorable than that from time to time made available to other key employees.

     (c) Vacation . The Executive shall be entitled to up to three (3) weeks of vacation during each year during the term of this Agreement and any extensions thereof, all prorated for partial years.

     (d) Business Expenses . The Corporation shall reimburse the Executive for all reasonable expenses he incurs in promoting the Corporation’s business, including expenses for travel and similar items, upon presentation by the Executive from time to time of an itemized account of such expenditures.

          In addition to the benefits provided pursuant to the preceding paragraphs of this Section 4, the Executive shall be eligible to participate in such other executive compensation and retirement plans (if eligible) of the Corporation as are applicable generally to other officers, and in such welfare benefit plans, programs, practices and policies of the Corporation as are generally applicable to other key employees, unless such participation would duplicate, directly or indirectly, benefits already accorded to the Executive.

      5.  PAYMENTS UPON TERMINATION

          (a) Involuntary Termination . If the Executive’s employment is involuntarily terminated by the Corporation during the term of this Agreement, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plan maintained by the Corporation, payable in accordance with the terms of the applicable plan.

          If the termination is not a termination for Cause, as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then the Corporation shall also be obligated to make a lump sum severance payment to the Executive equal to the present value of a series of monthly severance payments for each month during the remaining term of this Agreement, but not less than twelve (12) months (the “Severance Period”), each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect on the date of termination, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the termination date or (B) a minimum bonus equal to thirty percent (30%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of involuntary termination. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination and shall be in the form of a bank cashier’s check. If the Executive obtains a replacement position with any new employer (including a position as an officer, employee, consultant, or agent, or self-employment as a partner or sole proprietor), the Executive shall be obligated to repay to the Corporation an amount equal to all amounts the Executive receives as compensation for services performed during the Severance Period; provided however, that the aggregate repayment obligation shall not exceed the amount of the lump sum payment under this

paragraph (a). The Executive shall be under no duty to mitigate the amounts owed to him under this paragraph (a) by seeking such a replacement position.

          In addition, if the termination is not a termination for Cause as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then:

     (i) Any stock options, restricted stock or other awards granted to the Executive under the Corporation’s 1995 Stock Incentive Plan shall become fully vested and, in the case of stock options, exercisable in full; and

     (ii) The Executive shall be provided continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination for the remaining term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code, if the Executive elected such coverage and paid the applicable premiums), or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (b) Disability . The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a medically diagnosable physical or mental condition, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. In addition, the Corporation shall make a series of monthly disability payments to Executive, each equal to one-twelfth (1/12 ^th ) of the sum of (i) his annual base salary, as in effect at the time Executive became permanently disabled, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the date of disability or (B) a minimum bonus equal to thirty percent (30%) of the Executive’s annual base salary. Payment of such disability benefit shall be paid in accordance with the Corporation’s normal payroll practices, shall commence with the month following the month in which the involuntary termination occurs and continue each month for the remaining current term of this Agreement (but not less than twelve (12) months), but shall terminate at an earlier date if the Executive returns to active employment, either with the Corporation or otherwise. Any amounts payable under this Section 5(b) shall be reduced by any amounts paid to the Executive under any long-term disability plan or other disability program or insurance policies maintained or provided by the Corporation.

          (c) Termination for Cause . If the Executive’s employment is terminated by the Corporation for Cause, the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to the fiscal year of the Corporation

most recently ended, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation. Such payments shall be made to the Executive within sixty (60) days following the date of termination.

          For purposes of this Agreement, the term “Cause” shall be limited to (i) action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or a breach of the covenants set forth in Sections 9 and 10 below; or (ii) the Executive being convicted of a felony; or (iii) the Executive being convicted of any lesser crime or offense committed in connection with the performance of his duties hereunder or involving moral turpitude; or (iv) the intentional and willful failure by the Executive to substantially perform his duties hereunder as directed by the Corporation’s CEO (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand for substantial performance is made on the Executive by the Board of Directors.

          (d) Voluntary Termination by the Executive . If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current term of this Agreement (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination.

          For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Vice President of Operations of the Corporation (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s CEO or CFO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

      6.  EFFECT OF CHANGE IN CORPORATE CONTROL

          (a) In the event of a Change in Corporate Control, the vesting of any stock options, restricted stock or other awards granted to the Executive under the terms of the Corporation’s 1995 Stock Incentive Plan shall be accelerated (to the extent permitted by the terms of

such Plan) and such awards shall become immediately vested in full and, in the case of stock options, exercisable in full.

          (b) If, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, and during the term of this Agreement, the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly severance payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect at the time of the Change in Corporate Control, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year of the Corporation ending prior to the Change in Corporate Control or (B) a minimum bonus equal to thirty percent (30%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination or voluntary resignation and shall be in the form of a bank cashier’s check.

          In addition, if the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he shall be entitled to continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination, which coverage shall be continued until the expiration of the current term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code if the Executive elected such coverage and paid the applicable premiums) or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (c) For purposes of this Agreement, a “Change in Corporate Control” shall include any of the following events:

(1) The acquisition in one or more transactions of more than twenty percent (20%) of the Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended);

(2) Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity;

(3) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than “Continuing Directors”. For this purpose, those persons who were members of the Board of Directors on May 1, 1995, shall be “Continuing Directors”. Any person who is nominated for election as a member of the

Board after May 1, 1995, shall also be considered a “Continuing Director” for this purpose if, and only if, his or her nomination for election to the Board of Directors is approved or recommended by a majority of the members of the Board (or of the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or

(4) Any person, or group of persons, announces a tender offer for at least twenty percent (20%) of the Corporation’s Common Stock, and the Board of Directors appoints a special committee of the Board to consider the Corporation’s response to such tender offer.

          (d) Notwithstanding anything else in this Agreement, if any payment, accelerated vesting or other benefit provided by the Corporation to the Executive in connection with a Change in Corporate Control, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Parachute Payment”) is determined to be a parachute payment subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest and penalties incurred by the Executive with respect to such excise tax, are referred to as the “Excise Tax”), the Corporation shall make an additional payment (the “Gross-Up Payment”) to the Executive in an amount such that the net amount of the Gross-Up Payment the Executive retains, after payment by the Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, the Excise Tax and any federal, state or local income taxes (and any interest and penalties imposed with respect thereto) on the Gross-Up Payment, will be equal to the Excise Tax liability imposed upon the Executive with respect to all Parachute Payments (other than the Gross-Up Payment). The Gross-Up Payment shall be paid to the Executive no later than the date the Executive is required to pay the Excise Tax.

      7.  DEATH

          If the Executive dies during the term of this Agreement, the Corporation shall pay to the Executive’s estate a lump sum payment equal to the sum of the Executive’s base salary accrued through the date of death, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the date of death. In addition, the Corporation shall pay to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing) a lump sum payment equal to the present value of a series of monthly payments for each month during the remaining term of the Agreement (but not less than twelve (12) months), each in an amount equal to one-twelfth (1/12 ^th ) of the sum of (i) the Executive’s annual base salary, as in effect on the date of death, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the date of death or (B) a minimum bonus equal to thirty percent (30%) of the Executive’s annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) for the date of death. Both the lump sum payment to the Executive’s estate and the lump sum payment to the Executive’s surviving spouse (or other designated beneficiary) shall be paid within sixty (60) days following the date of the Executive’s death. In addition, the death benefits payable by reason of the Executive’s death under any retirement, deferred compensation, life insurance or other employee benefit plan maintained by the Corporation shall be paid to the beneficiary designated by the Executive, and the stock options, restricted stock or other awards held

by the Executive under the Corporation’s stock plans shall become fully vested, and, in the case of stock options, exercisable in full, in accordance with the terms of the applicable plan or plans.

      8.  WITHHOLDING

          The Corporation shall, to the extent permitted by law, have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment.

      9.  PROTECTION OF CONFIDENTIAL INFORMATION

          The Executive agrees that he will keep all confidential and proprietary information of the Corporation or relating to its business confidential, and that he will not (except with the Corporation’s prior written consent), while in the employ of the Corporation or thereafter, disclose any such confidential information to any person, firm, corporation, association or other entity, other than in furtherance of his duties hereunder, and then only to those with a “need to know.” The Executive shall not make use of any such confidential information for his own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Corporation) under any circumstances during or after the term of his employment. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Corporation or is otherwise in the public domain at the time of disclosure.

          The Executive recognizes that because his work for the Corporation may bring him into contact with confidential and proprietary information of the Corporation, the restrictions of this Section 9 are required for the reasonable protection of the Corporation and its investments and for the Corporation’s reliance on and confidence in the Executive.

      10.  COVENANT NOT TO COMPETE

          The Executive hereby agrees that he will not, either during the employment term or during the period of one (1) year from the time the Executive’s employment under this Agreement is terminated by him voluntarily, by the Corporation for Cause, or because the Executive chooses not to extend the term of this Agreement, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of health care facilities, or passive investing in or lending to health care-related enterprises. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities.

          The Executive agrees that he shall not, for a period of one year from the time his employment under this Agreement ceases (for whatever reason), or, if later, during the Severance Period (in the event of an involuntary termination under Section 5(a) or 5(b) of this Agreement) or for a period of twenty-four (24) months after an involuntary termination or voluntary resignation following a Change in Corporate Control under Section 6 of this Agreement, solicit any employee or

full-time consultant of the Corporation for the purposes of hiring or retaining such employee or consultant.

      11.  INJUNCTIVE RELIEF

          The Executive acknowledges and agrees that it would be difficult to fully compensate the Corporation for damages resulting from the breach or threatened breach of the covenants set forth in Sections 9 and 10 of this Agreement and accordingly agrees that the Corporation shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in the United States District Court for the Northern District of Ohio or in any court in the State of Ohio having subject matter jurisdiction. This provision with respect to injunctive relief shall not, however, diminish the Corporation’s right to claim and recover damages.

          It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be reasonable, if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Executive, no such provision of this Agreement shall be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable.

      12.  NOTICES

          All notices or communications hereunder shall be in writing and sent certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):

If to the Corporation:

Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, OH 43604
Attention: Chief Executive Officer

If to the Executive:

Charles J. Herman, Jr.
2924 Secretariat Road
Toledo, Ohio 43615

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

      13.  SEPARABILITY

          If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

      14.  ASSIGNMENT

          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Corporation, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

      15.  ENTIRE AGREEMENT

          This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Corporation and the Executive. The Agreement may be amended at any time by mutual written agreement of the parties hereto.

      16.  SECTION 409A COMPLIANCE

          This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination,” “termination of employment,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Corporation and all entities treated as a single employer with the Corporation under Sections 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein). Notwithstanding any other provision in this Agreement, if the Executive is a “Specified Employee” (as defined Treasury Regulation Section 1.409A-1(i) on December 31 ^st of the prior calendar year), as of the date of the Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, together with interest at an annual rate equal to the interest rate specified by KeyBank for a six-month certificate of deposit, on the first day of the first calendar month

beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Corporation under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

      17.  GOVERNING LAW

          This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Ohio, other than the conflict of laws provisions of such laws.

           IN WITNESS WHEREOF , the Corporation has caused this Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.

Attest:		HEALTH CARE REIT, INC.
/s/ Erin C. Ibele		By:		/s/ Jeffrey H. Miller
Erin C. Ibele, Senior Vice President-				Jeffrey H. Miller, Executive Vice
Administration and Corporate Secretary				President and General Counsel
Witness:		EXECUTIVE:
/s/ Rita Rogge		/s/ Charles J. Herman, Jr.
		Charles J. Herman, Jr.

EXHIBIT 10.4

SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

           THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT , dated this 29th day of December, 2008 (the “Agreement”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation, (the “Corporation”), and SCOTT A. ESTES (the “Executive”).

           WHEREAS , the Corporation and the Executive entered into an Employment Agreement, effective as of April 28, 2003;

           WHEREAS , the Corporation and the Executive entered into an Amended and Restated Employment Agreement, effective as of March 1, 2006;

           WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has approved certain modifications to the terms of such Amended and Restated Employment Agreement solely for purposes of compliance with the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), and the rules and regulations promulgated thereunder; and

           WHEREAS, the Corporation wishes to assure itself of the services of the Executive for the period provided in this Agreement and the Executive is willing to serve in the employ of the Corporation for such period upon the terms and conditions set forth in this Agreement, which is effective as of January 1, 2009.

           NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

      1.  EMPLOYMENT

          The Corporation hereby agrees to employ the Executive as the Corporation’s Senior Vice President and Chief Financial Officer, upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such positions, and to perform the duties and functions customarily performed by the Senior Vice President and Chief Financial Officer of a publicly traded corporation during the term of this Agreement. In such capacity, the Executive shall report only to the Corporation’s Chief Executive Officer (“CEO”) and President (“President”), and shall have the powers and responsibilities set forth in Article IV of the Corporation’s By-Laws as well as such additional powers and responsibilities consistent with his position as the CEO and President may assign to him.

          Throughout the term of this Agreement, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Corporation.

      2.  TERM OF AGREEMENT

          The current term of employment under this Agreement shall expire on January 31, 2009. Upon the expiration of such term, the term of employment hereunder shall automatically be extended without further action by the parties for successive two (2) year renewal terms, unless either party shall give at least six (6) months advance written notice to the other of his or its intention that this Agreement shall terminate upon the expiration of the current term or the then current renewal term, as the case may be.

          Notwithstanding the foregoing, the Corporation shall be entitled to terminate this Agreement immediately, subject to a continuing obligation to make any payments required under Section 5 below, if the Executive (i) becomes disabled as described in Section 5(b), (ii) is terminated for Cause, as defined in Section 5(c), or (iii) voluntarily terminates his employment before the current term of this Agreement expires, as described in Section 5(d).

      3.  SALARY AND BONUS

          The Executive shall receive a base salary during the term of this Agreement at a rate of not less than $225,000 per annum for 2006, and at a rate of not less than $225,000 per annum for subsequent years, payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the CEO and review the Executive’s base salary at annual intervals, and may adjust the Executive’s annual base salary from time to time as the Committee deems to be appropriate.

          The Executive shall also be eligible to receive an annual bonus from the Corporation each year during the term of this Agreement, with the actual amount of such bonus to be determined by the Compensation Committee of the Corporation’s Board, using such performance measures as the Committee deems to be appropriate. Such bonus, if any, shall be paid to the Executive no later than sixty (60) days after the end of the year to which the bonus relates.

      4.  ADDITIONAL COMPENSATION AND BENEFITS

          The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

     (a) Stock Options and Other Long-Term Incentives . The Executive has been granted incentive stock options, nonstatutory stock options and shares of restricted stock pursuant to the terms of the Corporation’s 1995 Stock Incentive Plan and 2005 Long-Term Incentive Plan. During the remaining term of the Agreement, any additional stock options, restricted stock or other awards granted under the 2005 Long-Term Incentive Plan shall be at the discretion of the Compensation Committee of the Corporation’s Board.

     (b) Health Insurance . The Corporation shall provide the Executive and his dependents with health insurance, life insurance and disability coverage on terms no less favorable than that from time to time made available to other key employees.

     (c) Vacation . The Executive shall be entitled to up to three (3) weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

     (d) Business Expenses . The Corporation shall reimburse the Executive for all reasonable expenses he incurs in promoting the Corporation’s business, including expenses for travel and similar items, upon presentation by the Executive from time to time of an itemized account of such expenditures.

          In addition to the benefits provided pursuant to the preceding paragraphs of this Section 4, the Executive shall be eligible to participate in such other executive compensation and retirement plans of the Corporation as are applicable generally to other officers, and in such welfare benefit plans, programs, practices and policies of the Corporation as are generally applicable to other key employees, unless such participation would duplicate, directly or indirectly, benefits already accorded to the Executive.

      5.  PAYMENTS UPON TERMINATION

          (a) Involuntary Termination . If the Executive’s employment is involuntarily terminated by the Corporation during the term of this Agreement, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan.

          If the termination is not a termination for Cause, as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then the Corporation shall also be obligated to make a lump sum severance payment to the Executive equal to the present value of a series of monthly severance payments for each month during the remaining term of this Agreement, but not less than twelve (12) months (the “Severance Period”), each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect on the date of termination, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the termination date or (B) a minimum bonus equal to thirty-five percent (35%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of involuntary termination. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination and shall be in the form of a bank cashier’s check. If the Executive obtains a replacement position with any new employer (including a position as an officer, employee, consultant, or agent, or self-employment as a partner or sole proprietor), the Executive shall be obligated to repay to the Corporation an amount equal to all amounts the Executive receives as compensation for services performed during the Severance Period; provided however, that the aggregate repayment obligation shall not exceed the amount of the lump sum payment under this

paragraph (a). The Executive shall be under no duty to mitigate the amounts owed to him under this paragraph (a) by seeking such a replacement position.

          In addition, if the termination is not a termination for Cause as described in paragraph (c), a voluntary termination by the Executive as described in paragraph (d), or a result of the Executive’s death or disability, then:

     (i) Any stock options, restricted stock or other awards granted to the Executive under the Corporation’s 1995 Stock Incentive Plan or 2005 Long-Term Incentive Plan shall become fully vested and, in the case of stock options, exercisable in full; and

     (ii) The Executive shall be provided continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination for the remaining term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code, if the Executive elected such coverage and paid the applicable premiums), or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (b) Disability . The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a medically diagnosable physical or mental condition, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the termination date. Such payments shall be made to the Executive within sixty (60) days following the date of involuntary termination. In addition, the Corporation shall make a series of monthly disability payments to Executive, each equal to one-twelfth (1/12 ^th ) of the sum of (i) his annual base salary, as in effect at the time Executive became permanently disabled, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the date of disability or (B) a minimum bonus equal to thirty-five percent (35%) of the Executive’s annual base salary. Payment of such disability benefit shall be paid in accordance with the Corporation’s normal payroll practices, shall commence with the month following the month in which the involuntary termination occurs and continue each month for the remaining current term of this Agreement (but not less than twelve (12) months), but shall terminate at an earlier date if the Executive returns to active employment, either with the Corporation or otherwise. Any amounts payable under this Section 5(b) shall be reduced by any amounts paid to the Executive under any long-term disability plan or other disability program or insurance policies maintained or provided by the Corporation.

          (c) Termination for Cause . If the Executive’s employment is terminated by the Corporation for Cause, the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to the fiscal year of the Corporation

most recently ended, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation. Such payments shall be made to the Executive within sixty (60) days following the date of termination.

          For purposes of this Agreement, the term “Cause” shall be limited to (i) action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or a breach of the covenants set forth in Sections 9 and 10 below; or (ii) the Executive being convicted of a felony; or (iii) the Executive being convicted of any lesser crime or offense committed in connection with the performance of his duties hereunder or involving moral turpitude; or (iv) the intentional and willful failure by the Executive to substantially perform his duties hereunder as directed by the Corporation’s CEO or President (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand for substantial performance is made on the Executive by the Board of Directors.

          (d) Voluntary Termination by the Executive . If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current term of this Agreement (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to any fiscal years or other periods preceding the termination date, and any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to the Executive within sixty (60) days following the date of resignation or voluntary termination.

          For purposes of this paragraph, a resignation by the Executive shall not be deemed to be voluntary if the Executive is (1) assigned to a position other than the Senior Vice President and Chief Financial Officer of the Corporation (other than for Cause or by reason of permanent disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Corporation’s CEO or President if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Corporation within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this paragraph and the Corporation has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this paragraph within one (1) year following the initial existence of a change in assignment or reporting duties described herein.

      6.  EFFECT OF CHANGE IN CORPORATE CONTROL

          (a) In the event of a Change in Corporate Control, the vesting of any stock options, restricted stock or other awards granted to the Executive under the terms of the Corporation’s 1995 Stock Incentive Plan or 2005 Long-Term Incentive Plan shall be accelerated (to

the extent permitted by the terms of such plans) and such awards shall become immediately vested in full and, in the case of stock options, exercisable in full.

          (b) If, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, and during the term of this Agreement, the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly severance payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect at the time of the Change in Corporate Control, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year of the Corporation ending prior to the Change in Corporate Control or (B) a minimum bonus equal to thirty-five percent (35%) of his annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination or voluntary resignation and shall be in the form of a bank cashier’s check.

          In addition, if the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he shall be entitled to continued coverage at the Corporation’s expense under any life, health and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination, which coverage shall be continued until the expiration of the current term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 4980B of the Code if the Executive elected such coverage and paid the applicable premiums) or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer.

          (c) For purposes of this Agreement, a “Change in Corporate Control” shall include any of the following events:

(1) The acquisition in one or more transactions of more than twenty percent (20%) of the Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended);

(2) Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity;

(3) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than “Continuing Directors”. For this purpose, those persons who were members of the Board of Directors on May 5, 2005, shall be “Continuing Directors”. Any person who is nominated for election as a member of the

Board after May 5, 2005, shall also be considered a “Continuing Director” for this purpose if, and only if, his or her nomination for election to the Board of Directors is approved or recommended by a majority of the members of the Board (or of the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or

(4) Any person, or group of persons, announces a tender offer for at least twenty percent (20%) of the Corporation’s Common Stock, and the Board of Directors appoints a special committee of the Board to consider the Corporation’s response to such tender offer.

          (d) Notwithstanding anything else in this Agreement, if any payment, accelerated vesting or other benefit provided by the Corporation to the Executive in connection with a Change in Corporate Control, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Parachute Payment”) is determined to be a parachute payment subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest and penalties incurred by the Executive with respect to such excise tax, are referred to as the “Excise Tax”), the Corporation shall make an additional payment (the “Gross-Up Payment”) to the Executive in an amount such that the net amount of the Gross-Up Payment the Executive retains, after payment by the Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, the Excise Tax and any federal, state or local income taxes (and any interest and penalties imposed with respect thereto) on the Gross-Up Payment, will be equal to the Excise Tax liability imposed upon the Executive with respect to all Parachute Payments (other than the Gross-Up Payment). The Gross-Up Payment shall be paid to the Executive no later than the date the Executive is required to pay the Excise Tax.

      7.  DEATH

          If the Executive dies during the term of this Agreement, the Corporation shall pay to the Executive’s estate a lump sum payment equal to the sum of the Executive’s base salary accrued through the date of death, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the date of death. In addition, the Corporation shall pay to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing) a lump sum payment equal to the present value of a series of monthly payments for each month during the remaining term of the Agreement (but not less than twelve (12) months), each in an amount equal to one-twelfth (1/12 ^th ) of the sum of (i) the Executive’s annual base salary, as in effect on the date of death, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding the date of death or (B) a minimum bonus equal to thirty-five percent (35%) of the Executive’s annual base salary. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) for the date of death. Both the lump sum payment to the Executive’s estate and the lump sum payment to the Executive’s surviving spouse (or other designated beneficiary) shall be paid within sixty (60) days following the date of the Executive’s death. In addition, the death benefits payable by reason of the Executive’s death under any retirement, deferred compensation, life insurance or other employee benefit plan maintained by the Corporation shall be paid to the beneficiary designated by the Executive, and the stock options, restricted stock or other awards held by the Executive under the Corporation’s stock plans shall become fully vested, and, in

the case of stock options, exercisable in full, in accordance with the terms of the applicable plan or plans.

      8.  WITHHOLDING

          The Corporation shall, to the extent permitted by law, have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment.

      9.  PROTECTION OF CONFIDENTIAL INFORMATION

          The Executive agrees that he will keep all confidential and proprietary information of the Corporation or relating to its business confidential, and that he will not (except with the Corporation’s prior written consent), while in the employ of the Corporation or thereafter, disclose any such confidential information to any person, firm, corporation, association or other entity, other than in furtherance of his duties hereunder, and then only to those with a “need to know.” The Executive shall not make use of any such confidential information for his own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Corporation) under any circumstances during or after the term of his employment. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Corporation or is otherwise in the public domain at the time of disclosure.

          The Executive recognizes that because his work for the Corporation may bring him into contact with confidential and proprietary information of the Corporation, the restrictions of this Section 9 are required for the reasonable protection of the Corporation and its investments and for the Corporation’s reliance on and confidence in the Executive.

      10.  COVENANT NOT TO COMPETE

          The Executive hereby agrees that he will not, either during the employment term or during the period of one (1) year from the time the Executive’s employment under this Agreement is terminated by him voluntarily, by the Corporation for Cause, or because the Executive chooses not to extend the term of this Agreement, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of health care facilities, or passive investing in or lending to health care-related enterprises. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities.

          The Executive agrees that he shall not, for a period of one year from the time his employment under this Agreement ceases (for whatever reason), or, if later, during the Severance Period (in the event of an involuntary termination under Section 5(a) or 5(b) of this Agreement) or for a period of twenty-four (24) months after an involuntary termination or voluntary resignation following a Change in Corporate Control under Section 6 of this Agreement, solicit any employee or

full-time consultant of the Corporation for the purposes of hiring or retaining such employee or consultant.

      11.  INJUNCTIVE RELIEF

          The Executive acknowledges and agrees that it would be difficult to fully compensate the Corporation for damages resulting from the breach or threatened breach of the covenants set forth in Sections 9 and 10 of this Agreement and accordingly agrees that the Corporation shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in the United States District Court for the Northern District of Ohio or in any court in the State of Ohio having subject matter jurisdiction. This provision with respect to injunctive relief shall not, however, diminish the Corporation’s right to claim and recover damages.

          It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be reasonable, if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Executive, no such provision of this Agreement shall be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable.

      12.  NOTICES

          All notices or communications hereunder shall be in writing and sent certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):

If to the Corporation:

Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, OH 43604
Attention: Senior Vice President-Administration and Corporate Secretary

If to the Executive:

Scott A. Estes
5026 W. Dauber Dr.
Toledo, OH 43615

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

      13.  SEPARABILITY

          If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

      14.  ASSIGNMENT

          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Corporation, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

      15.  ENTIRE AGREEMENT

          This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Corporation and the Executive. The Agreement may be amended at any time by mutual written agreement of the parties hereto.

      16.  SECTION 409A COMPLIANCE

          This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination,” “termination of employment,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Corporation and all entities treated as a single employer with the Corporation under Sections 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein). Notwithstanding any other provision in this Agreement, if the Executive is a “Specified Employee” (as defined Treasury Regulation Section 1.409A-1(i) on December 31 ^st of the prior calendar year), as of the date of the Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, together with interest at an annual rate equal to the interest rate specified by KeyBank for a six-month certificate of deposit, on the first day of the first calendar month

beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Corporation under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

      17.  GOVERNING LAW

          This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Ohio, other than the conflict of laws provisions of such laws.

           IN WITNESS WHEREOF , the Corporation has caused this Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.

Attest:		HEALTH CARE REIT, INC.
/s/ Erin C. Ibele		By:		/s/ Jeffrey H. Miller
Erin C. Ibele, Senior Vice President-				Jeffrey H. Miller, Executive Vice
Administration and Corporate Secretary				President and General Counsel
Witness:		EXECUTIVE:
/s/ Rita Rogge		/s/ Scott A. Estes
		Scott A. Estes

Exhibit 10.5

AMENDED AND RESTATED
CONSULTING AGREEMENT

           THIS AMENDED AND RESTATED CONSULTING AGREEMENT (the “ Agreement ”), dated this 29th day of December, 2008, is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation (the “ Corporation ”), and FRED S. KLIPSCH (the “ Consultant ”).

           WHEREAS , the Corporation and the Consultant entered into a Consulting Agreement, effective as of December 20, 2006 (the “ Effective Date ”);

           WHEREAS , the Consultant served as an executive officer of Windrose Medical Properties Trust (the “ Trust ”), which is the sole general partner of Windrose Medical Properties L.P. (the “ LP ”);

           WHEREAS , the Corporation and certain of its subsidiaries, simultaneously with the execution of such Consulting Agreement, entered into an Agreement and Plan of Merger with the Trust and the LP (“ Merger Agreement ”) providing for the merger of the Trust into a wholly owned subsidiary of the Corporation and the merger of a wholly owned subsidiary of the Corporation into the LP (collectively, the “ Mergers ”);

           WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has approved certain modifications to the terms of such Consulting Agreement solely for purposes of compliance with the requirements of Section 409A of the Internal Revenue Code, as amended (the “ Code ”), and the rules and regulations promulgated thereunder;

           WHEREAS , the Corporation wishes to assure itself of the services of the Consultant for the period provided in this Agreement and the Consultant is willing to provide services to the Corporation for such period upon the terms and conditions set forth in this Agreement, which is effective as of January 1, 2009.

           NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, agree as follows:

      1.  CONSULTING SERVICES .

          Effective as of the Effective Date, the Corporation retains the Consultant as Vice Chairman of the Corporation, and the Consultant agrees to perform such services as the parties mutually agree that are customarily performed by such officer in a publicly traded corporation, upon the terms and conditions herein contained. In such capacity, the Consultant shall report to the Chairman and Chief Executive Officer of the Corporation.

          Throughout the Term of this Agreement, the Consultant shall devote his best efforts to the business and affairs of the Corporation and shall devote such time to the performance of the duties described herein as the parties mutually agree. The Corporation acknowledges that the Consultant has an ownership interest in, and management responsibilities

with, Klipsch Group Inc., and may have other positions, duties and responsibilities involving the Klipsch Group, Inc. that are permissible in all respects hereunder.

      2.  TERM OF AGREEMENT .

          The term of this Agreement (“ Term ”) shall be for two years beginning on the Effective Date and expiring on the day before the second anniversary of the Effective Date.

          Notwithstanding the foregoing, the Corporation or the Consultant shall be entitled to terminate this Agreement before the Term expires, as described in Section 5, subject to a continuing obligation to make any payments required under Section 5 below.

      3.  COMPENSATION .

          (a) Retention Bonus . The Consultant shall receive a retention bonus on the later of (x) the Effective Date or (y) January 2, 2007 of (i) $975,500 plus (ii) shares of the Corporation’s common stock having a value of $930,000 (“ Initial Stock Award ”) based on the closing price of the Corporation’s common stock as of the Effective Date. All such shares shall be fully vested on the Effective Date and shall be fully registered under state and federal securities laws and approved for listing on the New York Stock Exchange so as to be freely tradable by the Consultant at the time of receipt; provided, however, that (x) until the first anniversary of the payment of the retention bonus, no portion of the stock granted as part of the Initial Stock Award may be sold and (y) until the second anniversary of the payment of the retention bonus, no more than one-half of the stock granted as part of the Initial Stock Award may be sold.

          (b) Base Fee . The Consultant shall receive a base consulting fee (“ Base Fee ”) during the Term as follows, payable in equal semi-monthly installments in a manner consistent with the Corporation’s customary practice for payroll payments:

          (c) Performance Bonus . The Consultant shall also be eligible to receive an annual bonus (“ Performance Bonus ”) from the Corporation each fiscal year during the Term. The amount of the Performance Bonus shall be determined by the Compensation Committee of the Corporation’s Board, using such performance measures as the Compensation Committee deems to be appropriate; provided, however, that the target amount of such Performance Bonus for 2007 and 2008 shall be between 60% and 120% of the Consultant’s Base Fee. Such bonus, if any, shall be paid to the Consultant no later than sixty (60) days after the end of the year to which the bonus relates.

          (d) Cash Payment. On January 2, 2007, the Corporation will pay to the Consultant, in cash, the amount of $1,680,000, which amount shall be in lieu of the cash payments payable to the Consultant upon a change of control under (i) the Change of Control Severance Agreement dated August 1, 2002 between the Consultant and the Trust and the LP or

(ii) the Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP (other than payment of (A) any accrued but unpaid salary through the Effective Date, (B) any bonus that has been earned but which remains unpaid as of the Effective Date and (C) reimbursement of any expenses that the Consultant incurred on behalf of the Trust or the LP, all of which shall continue to be payable to the Consultant by the Trust and the LP).

          (e) 2006 Bonus . Notwithstanding anything herein to the contrary, and in addition to any other payments described herein, if not paid by the Trust or the LP prior to the Effective Date, the Corporation shall pay to the Consultant on December 19, 2006, the cash amount of $210,000, representing the full amount of the Consultant’s bonus for 2006 from the Trust and the LP in accordance with the bonus criteria for the Consultant in place for the 2006 fiscal year.

      4.  BUSINESS EXPENSES .

          The Corporation shall reimburse the Consultant for all reasonable expenses he incurs in promoting the Corporation’s business, including expenses for travel (including first class air travel) and similar items, upon presentation by the Consultant from time to time of an itemized account of such expenditures.

      5.  PAYMENTS UPON TERMINATION .

          (a) Termination . If the Consultant’s services are terminated by the Corporation or the Consultant terminates providing services to the Corporation before the end of the Term, for any reason other than death or disability, the Consultant shall be entitled to receive his Base Fee accrued through the date of termination, plus any Performance Bonuses earned but unpaid with respect to fiscal years or other periods (including partial fiscal years) preceding the termination date. Such payments shall be made to the Consultant within sixty (60) days following the date of termination.

          The Corporation shall also be obligated to make a series of monthly severance payments to the Consultant for each month during the remainder of the Term. Each monthly payment shall be equal to the Consultant’s monthly Base Fee during the balance of the Term and shall be paid to the Consultant at such time as the monthly Base Fee would otherwise be payable (beginning with the month following the month in which the termination occurs).

          In addition, the Corporation shall make the eight consecutive quarterly payments to the Consultant described in Section 7, with the first such payment commencing on the date of termination.

          (b) Disability . The Corporation shall be entitled to terminate Consultant’s services if the Board determines that the Consultant has been unable to attend to his duties for at least 90 days because of a medically diagnosable physical or mental condition, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Consultant from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such termination, the Consultant shall be entitled to receive his Base Fee accrued through the date of termination, plus any Performance Bonuses earned but unpaid with respect to fiscal years or other periods (including partial fiscal years) preceding the termination

date. Such payments shall be made to the Consultant within sixty (60) days following the date of termination. In addition, the Corporation shall make a series of monthly disability payments to the Consultant, each equal to his monthly Base Fee, during the balance of the Term (provided that in no event will the Consultant fail to receive, in each month during the Term, an amount equal to the monthly Base Fee). Payment of such disability benefit shall commence with the month following the month in which the termination occurs and shall continue each month for the remainder of the Term, but shall terminate at an earlier date if the Consultant returns to active service as a consultant to the Corporation. Any amounts payable under this Section 5(b) shall be reduced by any amounts paid to the Consultant under any long-term disability plan or other disability program or disability insurance policies maintained or provided by the Corporation.

          (c) Death . If the Consultant dies during the Term, the Corporation shall pay to the Consultant’s estate a lump sum payment equal to the sum of the Consultant’s Base Fee accrued through the date of death, plus any Performance Bonus earned but unpaid with respect to fiscal years or other periods (including partial fiscal years) preceding the date of death. In addition, the Corporation shall pay to the Consultant’s surviving spouse (or such other beneficiary as the Consultant may designate in writing) a lump sum payment equal to the present value of (i) the monthly Base Fee that would have been paid during the remainder of the Term plus (ii) the sum of the payments described in the third paragraph of Section 7 if the Consultant’s services terminate for a reason other than death. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) for the date of death. Both the lump sum payment to the Consultant’s estate and the lump sum payment to the Consultant’s surviving spouse (or other designated beneficiary) shall be paid within sixty (60) days following the date of the Consultant’s death. In addition, stock options, restricted stock or other awards held by the Consultant under the Corporation’s stock plans shall become fully vested, and, in the case of stock options, exercisable in full, in accordance with the terms of the applicable plan or plans.

          (d) Section 409A . This Section 5(d) applies if any benefit or payment under this Agreement is subject to Section 409A of the Code. In the event the terms of this Agreement would subject the Consultant to taxes or penalties under Section 409A of the Code (“ 409A Penalties ”), the Corporation and the Consultant shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Consultant’s “termination,” “termination of services,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Corporation and all entities treated as a single employer with the Corporation under Sections 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein). Notwithstanding any other provision in this Agreement, if the Consultant is a “Specified Employee” (as defined Treasury Regulation Section 1.409A-1(i) on December 31 ^st of the prior calendar year), as of the date of the Consultant’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Consultant’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Consultant’s separation from service, such payment shall be delayed and paid to the Consultant, together with interest at an annual rate equal to the interest rate specified by

KeyBank for a six-month certificate of deposit, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Consultant’s death to the Consultant’s surviving spouse (or such other beneficiary as the Consultant may designate in writing). Any reimbursement or advancement payable to the Consultant pursuant to this Agreement shall be conditioned on the submission by the Consultant of all expense reports reasonably required by the Corporation under any applicable expense reimbursement policy, and shall be paid to the Consultant within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Consultant incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

      6.  PROTECTION OF CONFIDENTIAL INFORMATION .

          The Consultant shall keep all confidential and proprietary information of the Corporation or relating to its business confidential, and he will not (except with the Corporation’s prior written consent), while providing services to the Corporation or thereafter, disclose any such confidential information to any person, firm, corporation, association or other entity, other than in furtherance of his duties hereunder, and then only to those with a “need to know.” The Consultant shall not make use of any such confidential information for his own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Corporation) under any circumstances during or after the Term. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Corporation or is otherwise in the public domain at the time of disclosure.

          The Consultant recognizes that because his services to the Corporation may bring him into contact with confidential and proprietary information of the Corporation, the restrictions of this Section 6 are required for the reasonable protection of the Corporation and its investments and for the Corporation’s reliance on and confidence in the Consultant.

      7.  COVENANT NOT TO COMPETE .

          The Corporation and the Consultant acknowledge and agree that as a former executive officer of the Trust, the Consultant has knowledge and experience in the business of the Trust and that the limitations on the Consultant’s activities and the payments described in this Section 7 are reasonable and appropriate. The Consultant shall not, either during the Term or during the period of two years from the time the Consultant’s services under this Agreement are terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business

activities if he participates in such a business enterprise as an employee, officer, director, trustee, consultant, agent, partner, proprietor or other participant; provided that the ownership of no more than 2% of the stock of a publicly traded entity engaged in a competitive business shall not be deemed to be engaging in competitive business activities.

          The Consultant shall not, for a period of two years from the time his services under this Agreement cease (for whatever reason), solicit any employee or full-time consultant of the Corporation for the purposes of hiring or retaining such employee or consultant other than Daniel R. Loftus, in his capacity as an attorney. Notwithstanding the foregoing, the Consultant may solicit, hire or retain either Daniel R. Loftus or Paula Conroy at any time after they cease to be employed by the Corporation.

          In consideration for compliance with this covenant, the Consultant will receive a payment of $75,000 each quarter with the first quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, including expiration of the Term or disability (but not death) and continuing for seven consecutive quarters thereafter, for a total of eight consecutive quarterly payments. The quarterly payments (other than the first quarterly payment) shall be made to the Consultant within sixty (60) days following the end of each quarter.

          Notwithstanding the provisions of any other agreement between the Consultant and the Trust, the LP or any of their affiliates, including but not limited to Sections 7 and 8 of the Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP, the parties agree that the provisions of any such other agreement that purport to restrict the business, employment or investment activities of the Consultant or impose confidentiality obligations on the Consultant shall be null and void and of no further force and effect as of the Effective Time and thereafter the provisions of Section 6 and this Section 7 shall be the sole provisions relating to restriction on the business, employment or business, the Trust, the LP activities or confidentiality obligations binding upon the Consultant or enforceable by the Corporation or any of their subsidiaries or affiliates.

      8.  INJUNCTIVE RELIEF .

          The Consultant acknowledges and agrees that it would be difficult to fully compensate the Corporation for damages resulting from the breach or threatened breach of the covenants set forth in Sections 6 and 7 of this Agreement. Accordingly, the Corporation shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in the United States District Court for the Northern District of Ohio or in any court in the State of Ohio having subject matter jurisdiction. This provision with respect to injunctive relief shall not, however, diminish the Corporation’s right to claim and recover damages.

          It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be reasonable, if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Consultant, no such provision of this Agreement shall be rendered void but

shall be deemed amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable.

      9.  NOTICES .

          All notices or communications hereunder shall be in writing and sent by certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):

      If to the Corporation:

Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604
Attention: Chief Executive Officer

      If to the Consultant:

Fred S. Klipsch
Windrose Medical Properties Trust
3502 Woodview Trace, Suite 210
Indianapolis, Indiana 46268

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

      10.  SEPARABILITY .

          If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect.

      11.  ASSIGNMENT .

          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Consultant and the assigns and successors of the Corporation, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Consultant. The Corporation may assign this Agreement with prior written notice to the Consultant, but such assignment shall not release the Corporation from any liability hereunder.

      12.  ENTIRE AGREEMENT .

          This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Corporation, the LP or the Trust and the Consultant, including the Change of Control Severance Agreement dated on or about August 16, 2002 and the Confidentiality Agreement dated on or about August 16, 2002

among the Consultant and the Trust and the LP. This Agreement may be amended at any time by mutual written agreement of the parties hereto.

      13.  GOVERNING LAW .

          This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of Ohio, other than the conflict of laws provisions of such laws.

      14.  SURVIVAL .

          Sections 5, 6, 7, 8, 10, 12, 13 and 15 shall survive any expiration or termination of this Agreement.

      15.  EXCISE TAX INDEMNIFICATION .

          The Consultant shall be entitled to a payment or payments under this Section 15 if any payment or benefit provided under this Agreement or any other plan, agreement or arrangement with the Corporation, the Trust, the LP or any of their affiliates constitutes an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code, but without regard to Section 280G(b)(2)(A)(ii) of the Code) and the Consultant incurs a liability under Section 4999 of the Code. The amount payable to the Consultant under this Section 15 shall be the amount required to indemnify the Consultant and hold him harmless from the application of Sections 280G and 4999 of the Code, together with any interest or penalties related thereto, with respect to benefits, payments, accelerated exercisability and vesting and other rights under this Agreement or otherwise, and any income, employment, hospitalization, excise and other taxes and penalties attributable to the indemnification payment. The benefit payable under this Section 15 shall be calculated and paid not later than the date (or extended filing date) on which the tax return reflecting liability for the excise tax under Section 4999 of the Code is required to be filed with the Internal Revenue Service. To the extent that any other plan, agreement or arrangement requires that the Consultant be indemnified and held harmless from the application of Sections 280G and 4999 of the Code, any such indemnification and the amount required to be paid to the Executive under this Section 15 shall be coordinated so that such indemnification is paid only once and the obligations of the Corporation, the Trust, the LP or any of their affiliates shall be satisfied to the extent of any such other payment (and vice versa).

          The Consultant and the Corporation agree that the application of Sections 280G and 4999 of the Code may not be clear in all cases. The Consultant agrees that the Corporation may take the position that all or part of a payment or payments are not “excess parachute payments” (as defined above) and do not result in liability under Section 4999 of the Code. The Consultant agrees that his individual tax returns will be prepared in a manner that is consistent with the Corporation’s position on such matters if the Consultant’s professional tax preparer concludes, in his or her professional opinion, that the Corporation’s position is reasonable based on published rulings, regulations and other authority. If the Consultant’s individual income tax return is prepared in accordance with the preceding sentence, i.e., in a manner consistent with the Corporation’s position, then (in addition to any benefit payable under the preceding paragraph) the Corporation shall indemnify the Consultant, and hold him harmless, from any liability for tax, penalty, interest or otherwise arising from the position stated on the Consultant’s individual

income tax return related to the application of Section 280G or 4999 of the Code to payments from the Corporation, the Trust, the LP or any of their affiliates. Indemnification payments required pursuant to the preceding sentence shall be paid by the Corporation (i) by the end of the year following the year in which the taxes are remitted to the taxing authority, or (ii) in cases where no tax is remitted, by the end of the year following the year in which the tax audit is completed or there is a final and nonappealable settlement or other resolution of the tax litigation. If the Consultant’s professional tax preparer does not agree that the Corporation’s position is reasonable based on published rulings, regulations and other authority, then the Consultant’s individual tax return will reflect any liability under Section 4999 of the Code that such professional tax preparer determines is appropriate and the Corporation shall indemnify the Consultant and hold him harmless in accordance with the preceding paragraph.

      16.  INDEMNIFICATION .

          From and after the Effective Date, the Corporation hereby agrees to indemnify, defend and hold harmless the Consultant from and against any claim, loss, damage, liability or expense to which the Consultant shall become subject, under any agreement, common law or otherwise, arising out of or based upon any guaranty executed by the Consultant in favor of Wells Fargo, as Trustee, in connection with the Mount Vernon, Georgia facility.

           IN WITNESS WHEREOF , this Agreement is executed by the Corporation and the Consultant as of the date set forth above.

Attest:				HEALTH CARE REIT, INC.
/s/ Erin C. Ibele   Erin C. Ibele, Senior Vice President-				By:		/s/ Jeffrey H. Miller   Jeffrey H. Miller, Executive Vice
Administration and Corporate Secretary						President and General Counsel
Witness:				CONSULTANT:
/s/ Frederick L. Farrar				By:		/s/ Fred S. Klipsch           Fred S. Klipsch

Exhibit 10.6

AMENDMENT TO STOCK OPTION AGREEMENTS

          This AMENDMENT TO STOCK OPTION AGREEMENTS, dated this ___ day of December, 2008 (the “Amendment”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation (the “Corporation”), and                      (the “Participant”).

           Whereas , the Corporation and the Participant entered into the Stock Option Agreements (with Dividend Equivalent Rights) listed on Schedule A attached hereto (each an “Agreement” and collectively, the “Agreements”); and

           Whereas , the Corporation and the Participant now desire to amend the Agreements as stated herein and effective as of January 1, 2009 in order to ensure compliance with Section 409A of the Internal Revenue Code, as amended (the “Code”), and the rules and regulations promulgated thereunder.

           Now Therefore, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

     1.  Amendment of Section 8 .

          Section 8 of each Agreement is hereby deleted in its entirety and replaced with the following:

          “8. Dividend Equivalent Rights .

          The Participant is hereby granted rights to receive deferred payments equivalent in value to the dividends payable on the shares of Common Stock (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and the termination date specified on Schedule A, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation.

          On each dividend record date occurring after the date of grant of the Options and before the date the Options become exercisable, the Participant’s account shall be credited with a dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date:

     (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend declared per share of Common Stock multiplied by the number of shares of Common Stock subject to the Options as of the dividend record date; and

     (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend

declared per share of Common Stock multiplied by (i) the number of shares of Common Stock subject to the Options and (ii) the current fair market value of a share of Common Stock on the dividend payment date.

          When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10, 11 or 12, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that first become exercisable on such date and the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the distribution. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10, 11 or 12, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10, 11 or 12. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment.

          In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until the termination date specified on Schedule A, or if earlier, on the date of a Triggering Event. Such distributions shall be paid in cash within 90 days following the end of each calendar quarter. In connection with the distributions described in this section, the Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above.

          The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Dividend Equivalent Rights will terminate on the termination date specified on Schedule A, or if earlier, on the date of a Triggering Event without regard to any additional periods of time during which the Options may continue to be exercised.”

     2.  Amendment of Section 11.

          Section 11 of each Agreement is hereby deleted in its entirety and replaced with the following:

          “11. Effect of Disability .

          If a Participant incurs a Disability, (i) any portion of the Options not previously exercisable under Section 2 shall become exercisable and shall continue to be exercisable for a period of twelve (12) months following the date of termination of employment, but in no event later than the termination date of the Options specified in Section 3, and (ii) the Participant shall be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.”

     3.  Addition of New Section 18.

          Each Agreement is hereby amended to add a new Section 18 at the end thereof, immediately following Section 17 to read as follows:

          “18. Section 409A Compliance .

          This Agreement is intended to comply with the requirements of Section 409A of the Code and shall be interpreted and construed consistently with such intent. To the extent any amounts under this Agreement are payable by reference to the Participant’s “termination of employment,” such term shall be deemed to refer to the Participant’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder)) with the Corporation and all entities treated as a single employer with the Corporation under Section 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein. Notwithstanding any other provision in this Agreement, if the Participant is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Participant’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Participant’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Participant’s death.”

     4.  Further Amendments; Full Force and Effect of Remainder of the Agreements .

          In the event the terms of the Agreements and/or this Amendment would subject the Participant to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Participant shall cooperate diligently to amend the terms of the Agreements and/or this Amendment to avoid such 409A Penalties, to the extent possible. In addition, the Participant expressly authorizes the Corporation to modify the termination dates specified on Schedule A after the date hereof if such modifications (a) remain neutral to the Corporation and the Participant, or (b) extend the period of time during which the Participant will receive Dividend Equivalent Rights. In the event it is determined by the Corporation (in its sole discretion) that the modifications set forth in this Amendment are not required by Section 409A of the Code and the rules and regulations promulgated thereunder, then the Corporation may determine (in its sole discretion) that all or any sections of this Amendment shall be null and void. Except as amended hereby, the Agreements will remain in full force and effect according to their terms.

           In Witness Whereof , the parties have executed this Amendment on the date and year first above written.

ATTEST		HEALTH CARE REIT, INC.
WITNESS:		PARTICIPANT:

SCHEDULE A

		Termination Date of
Stock Option Agreement (with		Dividend Equivalent
Dividend Equivalent Rights)		Rights
1. Stock Option Agreement (with Dividend Equivalent Rights), dated January 26, 2004, between the Corporation and the Participant		June 30, 2013
2. Stock Option Agreement (with Dividend Equivalent Rights), dated January 24, 2005, between the Corporation and the Participant		September 30, 2013
3. Stock Option Agreement (with Dividend Equivalent Rights), dated January 23, 2006, between the Corporation and the Participant		December 31, 2014
4. Stock Option Agreement (with Dividend Equivalent Rights), dated January 22, 2007, between the Corporation and the Participant		September 30, 2016
5. Stock Option Agreement (with Dividend Equivalent Rights), dated January 21, 2008, between the Corporation and the Participant		March 31, 2017

Exhibit 10.7

AMENDMENT TO STOCK OPTION AGREEMENTS

          This AMENDMENT TO STOCK OPTION AGREEMENTS, dated this ___ day of December, 2008 (the “Amendment”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation (the “Corporation”), and                      (the “Participant”).

           Whereas , the Corporation and the Participant entered into the Stock Option Agreements (with Dividend Equivalent Rights) listed on Schedule A attached hereto (each an “Agreement” and collectively, the “Agreements”); and

           Whereas , the Corporation and the Participant now desire to amend the Agreements as stated herein and effective as of January 1, 2009 in order to ensure compliance with Section 409A of the Internal Revenue Code, as amended (the “Code”), and the rules and regulations promulgated thereunder.

           Now Therefore, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

     1.  Amendment of Section 8 .

          Section 8 of each Agreement is hereby deleted in its entirety and replaced with the following:

          “8. Dividend Equivalent Rights .

          The Participant is hereby granted rights to receive deferred payments equivalent in value to the dividends payable on the shares of Common Stock (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and the termination date specified on Schedule A, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement after age 65 (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation.

          On each dividend record date occurring after the date of grant of the Options and before the date the Options become exercisable, the Participant’s account shall be credited with a dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date:

     (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend declared per share of Common Stock multiplied by the number of shares of Common Stock subject to the Options as of the dividend record date; and

     (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend declared per share of Common Stock multiplied by (i) the number of shares of Common Stock subject to the Options and (ii) the current fair market value of a share of Common Stock on the dividend payment date.

          When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10 or 11, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that first become exercisable on such date and the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the distribution. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10 or 11, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10 or 11. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment.

          In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until the termination date specified on Schedule A, or if earlier, on the date of a Triggering Event. Such distributions shall be paid in cash within 90 days following the end of each calendar quarter. In connection with the distributions described in this section, the Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above.

          The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Dividend Equivalent Rights will terminate on the termination date specified on Schedule A, or if earlier, on the date of a Triggering Event without regard to any additional periods of time during which the Options may continue to be exercised.”

     2.  Amendment of Section 11.

          Section 11 of each Agreement is hereby deleted in its entirety and replaced with the following:

          “11. Effect of Disability; Effect of Retirement After Age 65 .

          If a Participant incurs a Disability, (i) any portion of the Options not previously exercisable under Section 2 shall become exercisable and shall continue to be exercisable for a period of twelve (12) months following the date of termination of employment, but in no event later than the termination date of the Options specified in Section 3, and (ii) the Participant shall be

entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

          If the termination of the Participant’s employment occurs as a result of retirement after age 65, (i) any portion of the Options not previously exercisable under Section 2 shall become exercisable, and shall continue to be exercisable for a period of twelve (12) months following the date of retirement, but in no event later than the termination date of the Options specified in Section 3, and (ii) the Participant shall be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.”

     3.  Addition of New Section 17.

          Each Agreement is hereby amended to add a new Section 17 at the end thereof, immediately following Section 16 to read as follows:

          “17. Section 409A Compliance .

          This Agreement is intended to comply with the requirements of Section 409A of the Code and shall be interpreted and construed consistently with such intent. To the extent any amounts under this Agreement are payable by reference to the Participant’s “termination of employment,” such term shall be deemed to refer to the Participant’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder)) with the Corporation and all entities treated as a single employer with the Corporation under Section 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein. Notwithstanding any other provision in this Agreement, if the Participant is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Participant’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Participant’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Participant’s death.”

     4. Further Amendments; Full Force and Effect of Remainder of the Agreements .

          In the event the terms of the Agreements and/or this Amendment would subject the Participant to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Participant shall cooperate diligently to amend the terms of the Agreements and/or this Amendment to avoid such 409A Penalties, to the extent possible. In addition, the Participant expressly authorizes the Corporation to modify the termination dates specified on Schedule A after the date hereof if such modifications (a) remain neutral to the Corporation and the Participant, or (b) extend the period of time during which the Participant will receive Dividend Equivalent Rights. In the event it is determined by the Corporation (in its sole discretion) that the modifications set forth in this Amendment are not required by Section 409A of the Code and the rules and regulations promulgated thereunder, then the Corporation may determine (in its sole discretion) that all or any sections of this Amendment shall be null and void. Except as amended hereby, the Agreements will remain in full force and effect according to their terms.

           In Witness Whereof , the parties have executed this Amendment on the date and year first above written.

ATTEST		HEALTH CARE REIT, INC.
WITNESS:		PARTICIPANT:

SCHEDULE A

		Termination Date for
Stock Option Agreement (with		Dividend Equivalent
Dividend Equivalent Rights)		Rights
1. Stock Option Agreement (with Dividend Equivalent Rights), dated January 26, 2004, between the Corporation and the Participant		June 30, 2013
2. Stock Option Agreement (with Dividend Equivalent Rights), dated January 24, 2005, between the Corporation and the Participant		September 30, 2013
3. Stock Option Agreement (with Dividend Equivalent Rights), dated January 23, 2006, between the Corporation and the Participant		December 31, 2014
4. Stock Option Agreement (with Dividend Equivalent Rights), dated January 22, 2007, between the Corporation and the Participant		September 30, 2016
5. Stock Option Agreement (with Dividend Equivalent Rights), dated January 21, 2008, between the Corporation and the Participant		March 31, 2017

Exhibit 10.8

STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (the “Agreement”), made this ___ day of                      , 20___ between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and                      (the “Participant”).

WITNESSETH:

      WHEREAS , the Participant is an employee and executive officer of the Corporation; and

      WHEREAS , the Corporation adopted the Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the “Plan”) in order to provide non-employee directors and select officers and key employees with incentives to achieve long-term corporate objectives; and

      WHEREAS , the Compensation Committee of the Corporation’s Board of Directors decided that the Participant should be granted stock options to purchase shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), on the terms and conditions set forth below, and in accordance with the terms of the Plan.

      NOW, THEREFORE , in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

     1.  Grant of Options .

          Subject to the terms and conditions of this Agreement, the Corporation hereby grants to the Participant the right and option to purchase up to a total of                      shares of the Common Stock of the Corporation, at the option price of $                      per share (the “Options”).

          The Options shall consist of options to purchase                      shares of Common Stock intended to qualify as incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and options to purchase                      shares of Common Stock not intended to qualify as ISOs (“Nonstatutory Options”).

     2.  Period of Exercise .

          The Options shall become exercisable by the Participant in five installments. Subject to the accelerated vesting provided for in Sections 9, 10, 11 and 12 below, at any time during the term of the Options, the maximum number of shares of Common Stock the Participant may purchase by exercising Nonstatutory Options, and the maximum number which the Participant may purchase by exercising ISOs, shall be limited as specified in the following schedule:

          If, during any of these periods, the Participant fails to exercise the Options with respect to all or any portion of the shares that may be acquired at such time, the Participant shall be entitled to exercise the Options with respect to the remaining portion of such shares at any subsequent time prior to the termination date of the Options.

          The Options intended to be ISOs are subject to the $100,000 annual limit on vesting of ISOs as set forth in Section 422(d) of the Code. To the extent the aggregate fair market value (determined at the date of grant) of the shares of Common Stock with respect to which those ISOs first become exercisable by the Participant during any calendar year under this Section 2 (when aggregated with any prior ISOs granted to the Participant under stock option plans of the Corporation) exceeds $100,000, whether by reason of accelerated vesting under Sections 9, 10, 11 or 12 or otherwise, the Options shall consist of ISOs for the maximum number of shares that may be covered by ISOs without violating Section 422(d) of the Code, and the remaining Options becoming exercisable in that year shall be treated as Nonstatutory Options.

     3.  Termination Date of Options .

          The Options granted herein, and the related Dividend Equivalent Rights under Section 8 below, shall terminate on                      , 20___, the tenth anniversary of the date of grant, and the Participant shall have no right to exercise the Options at any time thereafter.

     4.  Manner of Exercise .

          If the Participant elects to exercise the Options to purchase shares of Common Stock, the Participant shall give written notice of such exercise to the Corporate Secretary of the Corporation. The notice of exercise shall state the number of shares of Common Stock as to which the Options are being exercised, and the Corporation shall determine whether the Options exercised are ISOs or Nonstatutory Options.

          The Participant may exercise the Options to purchase all, or any lesser whole number, of the number of shares of Common Stock that the Participant is then permitted to purchase under Section 2.

     5.  Payment for Shares .

          Full payment of the option price for the shares of Common Stock purchased by exercising the Options shall be due at the time the notice of exercise is delivered pursuant to Section 4. Such payment may be made (i) in cash, (ii) by delivery of shares of Common Stock currently owned by the Participant with a fair market value equal to the option price, or (iii) in any other form acceptable to the Corporation.

          Alternatively, the Participant shall be deemed to have paid the full option price due upon exercise of the Options, if the Participant’s notice of exercise is accompanied by an irrevocable instruction to the Corporation to deliver the shares of Common Stock issuable upon exercise of the Options (less any shares withheld to satisfy the Participant’s tax obligations pursuant to Section 7 below) promptly to a broker-dealer designated by Participant, together with an irrevocable instruction to such broker-dealer to sell at least that portion of the shares necessary to pay the option price (and any tax withholding related expenses specified by the parties), and that portion of the sale proceeds needed to pay the option price is delivered directly to the Corporation no later than the close of business on the settlement date.

     6.  Issuance of Stock Certificates for Shares .

          The stock certificates (or other evidence of ownership) for any shares of Common Stock issuable to the Participant upon exercise of the Options shall be delivered to the Participant (or to the person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution) as promptly after the date of exercise as is feasible, but not before the Participant has paid the option price for such shares and made any arrangements for tax withholding, as required by Section 7.

     7.  Tax Withholding .

          Whenever the Participant exercises Options, the Corporation shall notify the Participant of the amount of tax (if any) that must be withheld by the Corporation under all applicable federal, state and local tax laws. With respect to each exercise of the Options, the Participant agrees to make arrangements with the Corporation to (a) remit the required amount to the Corporation in cash, (b) authorize the Corporation to withhold a portion of the shares of Common Stock otherwise issuable upon the exercise with a value equal to the required amount, (c) deliver to the Corporation shares of Common Stock with a value equal to the required amount, (d) authorize the deduction of the required amount from the Participant’s compensation, or (e) otherwise provide for payment of the required amount in any other manner satisfactory to the Corporation.

     8.  Dividend Equivalent Rights .

          The Participant is hereby granted rights to receive deferred payments equivalent in value to the dividends payable on the shares of Common Stock (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and                      , 20___, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement after age 65 (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation.

          On each dividend record date occurring after the date of grant of the Options and before the date the Options become exercisable, the Participant’s account shall be credited with a dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date:

     (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend declared per share of Common Stock multiplied by the number of shares of Common Stock subject to the Options as of the dividend record date; and

     (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend declared per share of Common Stock multiplied by (i) the number of shares of Common Stock subject to the Options and (ii) the current fair market value of a share of Common Stock on the dividend payment date.

          When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10, 11 or 12, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that first become exercisable on such date and the

denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the distribution. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10, 11 or 12, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10, 11 or 12. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment.

          In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until                      , 20___, or if earlier, on the date of a Triggering Event. Such distributions shall be paid in cash within 90 days following the end of each calendar quarter. In connection with the distributions described in this section, the Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above.

          The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Dividend Equivalent Rights will terminate on                      , 20___, or if earlier, on the date of a Triggering Event without regard to any additional periods of time during which the Options may continue to be exercised.

     9.  Termination of Employment; Change in Corporate Control .

          In the event of a Change in Corporate Control (as described below), or if the Participant’s employment with the Corporation is terminated before the Options expire or have been exercised with respect to all of the shares of Common Stock subject to the Options (as provided in subsections (a) and (b) below), the Participant shall have the right to exercise the Options during a period of ninety (90) days following the date of the Change in Corporate Control or termination of employment (as applicable), but in no event later than                      , 20___, and the Options shall expire at the end of such period.

     (a) In the event of a Change in Corporate Control, or if the Participant’s employment is terminated involuntarily without “Cause” (as defined in the Participant’s Employment Agreement), any portion of the Options not previously exercisable under Section 2 shall become immediately exercisable and the Participant shall be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

     (b) In the case of an involuntary termination not described in subsection (a) above, or a voluntary termination by the Participant not following a Change in Corporate Control, the maximum number of shares the Participant may purchase by exercising the Options shall be the number of shares which could be purchased at the date of

termination pursuant to Section 2. Participant shall not be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

          For purposes of this Section 9, termination of employment as a result of the expiration of the Participant’s Employment Agreement shall be considered a voluntary termination if the notice of non-renewal was delivered by the Participant and an involuntary termination if the notice of non-renewal was delivered by the Corporation and in both instances, the Participant is no longer employed by the Corporation.

          For purposes of this Section 9, a “Change in Corporate Control” shall include any of the following events:

     (i) The acquisition in one or more transactions of more than twenty percent of the Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended);

     (ii) Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity;

     (iii) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than “Continuing Directors.” For this purpose, those persons who were members of the Board of Directors on                      , 20___, shall be “Continuing Directors.” Any person who is nominated for election as a member of the Board after                      , 20___ shall also be considered a “Continuing Director” for this purpose if, and only if, his or her nomination for election to the Board of Directors is approved or recommended by a majority of the members of the Board (or of the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or

     (iv) Any person, or group of persons, announces a tender offer for at least twenty percent (20%) of the Corporation’s Common Stock.

     10.  Effect of Death .

          If the Participant dies before the Options expire or have been exercised with respect to all of the shares of Common Stock subject to the Options, any portion of the Options not previously exercisable under Section 2 shall become exercisable, and the Participant’s executor, administrator, or any person to whom the Options may be transferred by the Participant’s will or by the laws of descent and distribution, shall have the right to (i) exercise the Options, to the extent not previously exercised, at any time prior to the first anniversary of the date of death, but in no event later than                      , 20___, and (ii) to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to

Section 8 above. For this purpose, the terms of this Agreement shall be deemed to apply to such person as if he or she was the Participant.

     11.  Effect of Disability .

          If a Participant incurs a Disability, (i) any portion of the Options not previously exercisable under Section 2 shall become exercisable and shall continue to be exercisable for a period of twelve (12) months following the date of termination of employment, but in no event later than                      , 20___, and (ii) the Participant shall be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

     12.  Effect of Retirement .

          If the termination of the Participant’s employment occurs as a result of the Participant’s retirement after age 55 and the sum of the Participant’s age and years of service to the Corporation is equal to 65 or more, (i) Options shall vest as provided in Section 2 and shall be exercisable during the period of five (5) years following the date of termination of employment, but in no event later than                      , 20___, and (ii) the Participant shall be entitled to receive distributions relating to the Participant’s Dividend Equivalent Rights as provided in Section 8.

     13.  Nontransferability .

          The Participant’s rights under this Agreement may not be assigned or transferred by the Participant other than by will or the laws of descent and distribution. The Options may not be exercised by anyone other than the Participant or, in the case of the Participant’s death, by the person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution.

     14.  Securities Laws .

          The Corporation may from time to time impose any conditions on the exercise of the Options as it deems necessary or advisable to ensure that the Options granted hereunder, and each exercise thereof, satisfy the applicable requirements of federal and state securities laws. Such conditions to satisfy applicable federal and state securities laws may include, without limitation, the partial or complete suspension of the right to exercise the Options until the offering of the shares covered by the Options have been registered under the Securities Act of 1933, as amended, or the printing of legends on all stock certificates issued to the Participant describing the restrictions on transfer of such shares.

     15.  Rights Prior to Issuance of Certificates .

          Neither the Participant nor any person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution shall have any of the rights of a

stockholder with respect to any shares of Common Stock until the date of the issuance to him or her of certificates (or other evidence of ownership) for such Common Stock as provided in Section 6 above.

     16.  Options Not to Affect Employment .

          Neither this Agreement nor the Options granted hereunder shall confer upon the Participant any right to continued employment with the Corporation. This Agreement shall not in any way modify or restrict any rights the Corporation may have to terminate such employment under the terms of the Participant’s Employment Agreement.

     17.  Miscellaneous .

          (a) This Agreement may be executed in one or more counterparts all of which taken together will constitute one and the same instrument.

          (b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

          (c) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of the Common Stock, shall be governed by the Delaware General Corporation Law.

     18.  Section 409A Compliance .

          This Agreement is intended to comply with the requirements of Section 409A of the Code and shall be interpreted and construed consistently with such intent. To the extent any amounts under this Agreement are payable by reference to the Participant’s “termination of employment,” such term shall be deemed to refer to the Participant’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder)) with the Corporation and all entities treated as a single employer with the Corporation under Section 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein. Notwithstanding any other provision in this Agreement, if the Participant is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Participant’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Participant’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Participant’s death.

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

ATTEST		HEALTH CARE REIT, INC.
WITNESS:		PARTICIPANT:

EXHIBIT 10.9

STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (the “Agreement”), made this ___ day of                      , 20___ between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and                      (the “Participant”).

WITNESSETH:

      WHEREAS , the Participant is an employee and executive officer of the Corporation; and

      WHEREAS , the Corporation adopted the Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the “Plan”) in order to provide non-employee directors and select officers and key employees with incentives to achieve long-term corporate objectives; and

      WHEREAS , the Compensation Committee of the Corporation’s Board of Directors decided that the Participant should be granted stock options to purchase shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), on the terms and conditions set forth below, and in accordance with the terms of the Plan.

      NOW, THEREFORE , in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

     1.  Grant of Options .

          Subject to the terms and conditions of this Agreement, the Corporation hereby grants to the Participant the right and option to purchase up to a total of                      shares of the Common Stock of the Corporation, at the option price of $                      per share (the “Options”).

          The Options shall consist of options to purchase                      shares of Common Stock intended to qualify as incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and options to purchase                      shares of Common Stock not intended to qualify as ISOs (“Nonstatutory Options”).

     2.  Period of Exercise .

          The Options shall become exercisable by the Participant in five installments. Subject to the accelerated vesting provided for in Sections 9, 10 and 11 below, at any time during the term of the Options, the maximum number of shares of Common Stock the Participant may purchase by exercising Nonstatutory Options, and the maximum number which the Participant may purchase by exercising ISOs, shall be limited as specified in the following schedule:

          If, during any of these periods, the Participant fails to exercise the Options with respect to all or any portion of the shares that may be acquired at such time, the Participant shall be entitled to exercise the Options with respect to the remaining portion of such shares at any subsequent time prior to the termination date of the Options.

          The Options intended to be ISOs are subject to the $100,000 annual limit on vesting of ISOs as set forth in Section 422(d) of the Code. To the extent the aggregate fair market value (determined at the date of grant) of the shares of Common Stock with respect to which those ISOs first become exercisable by the Participant during any calendar year under this Section 2 (when aggregated with any prior ISOs granted to the Participant under stock option plans of the Corporation) exceeds $100,000, whether by reason of accelerated vesting under Sections 9, 10 or 11 or otherwise, the Options shall consist of ISOs for the maximum number of shares that may be covered by ISOs without violating Section 422(d) of the Code, and the remaining Options becoming exercisable in that year shall be treated as Nonstatutory Options.

     3.  Termination Date of Options .

          The Options granted herein, and the related Dividend Equivalent Rights under Section 8 below, shall terminate on                      , 20___, the tenth anniversary of the date of grant, and the Participant shall have no right to exercise the Options at any time thereafter.

     4.  Manner of Exercise .

          If the Participant elects to exercise the Options to purchase shares of Common Stock, the Participant shall give written notice of such exercise to the Corporate Secretary of the Corporation. The notice of exercise shall state the number of shares of Common Stock as to which the Options are being exercised, and the Corporation shall determine whether the Options exercised are ISOs or Nonstatutory Options.

          The Participant may exercise the Options to purchase all, or any lesser whole number, of the number of shares of Common Stock that the Participant is then permitted to purchase under Section 2.

     5.  Payment for Shares .

          Full payment of the option price for the shares of Common Stock purchased by exercising the Options shall be due at the time the notice of exercise is delivered pursuant to Section 4. Such payment may be made (i) in cash, (ii) by delivery of shares of Common Stock currently owned by the Participant with a fair market value equal to the option price, or (iii) in any other form acceptable to the Corporation.

          Alternatively, the Participant shall be deemed to have paid the full option price due upon exercise of the Options, if the Participant’s notice of exercise is accompanied by an irrevocable instruction to the Corporation to deliver the shares of Common Stock issuable upon exercise of the Options (less any shares withheld to satisfy the Participant’s tax obligations pursuant to Section 7 below) promptly to a broker-dealer designated by Participant, together with an irrevocable instruction to such broker-dealer to sell at least that portion of the shares necessary to pay the option price (and any tax withholding related expenses specified by the parties), and that portion of the sale proceeds needed to pay the option price is delivered directly to the Corporation no later than the close of business on the settlement date.

     6.  Issuance of Stock Certificates for Shares .

          The stock certificates (or other evidence of ownership) for any shares of Common Stock issuable to the Participant upon exercise of the Options shall be delivered to the Participant (or to the person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution) as promptly after the date of exercise as is feasible, but not before the Participant has paid the option price for such shares and made any arrangements for tax withholding, as required by Section 7.

     7.  Tax Withholding .

          Whenever the Participant exercises Options, the Corporation shall notify the Participant of the amount of tax (if any) that must be withheld by the Corporation under all applicable federal, state and local tax laws. With respect to each exercise of the Options, the Participant agrees to make arrangements with the Corporation to (a) remit the required amount to the Corporation in cash, (b) authorize the Corporation to withhold a portion of the shares of Common Stock otherwise issuable upon the exercise with a value equal to the required amount, (c) deliver to the Corporation shares of Common Stock with a value equal to the required amount, (d) authorize the deduction of the required amount from the Participant’s compensation, or (e) otherwise provide for payment of the required amount in any other manner satisfactory to the Corporation.

     8.  Dividend Equivalent Rights .

          The Participant is hereby granted rights to receive deferred payments equivalent in value to the dividends payable on the shares of Common Stock (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and                      , 20___, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement after age 65 (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation.

          On each dividend record date occurring after the date of grant of the Options and before the date the Options become exercisable, the Participant’s account shall be credited with a dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date:

     (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend declared per share of Common Stock multiplied by the number of shares of Common Stock subject to the Options as of the dividend record date; and

     (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the Participant’s account with respect thereto shall be equal to the dividend declared per share of Common Stock multiplied by (i) the number of shares of Common Stock subject to the Options and (ii) the current fair market value of a share of Common Stock on the dividend payment date.

          When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10 or 11, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that first become exercisable on such date and the

denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the distribution. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10 or 11, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10 or 11. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment.

          In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until                      , 20___, or if earlier, on the date of a Triggering Event. Such distributions shall be paid in cash within 90 days following the end of each calendar quarter. In connection with the distributions described in this section, the Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above.

          The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Dividend Equivalent Rights will terminate on                      , 20___, or if earlier, on the date of a Triggering Event without regard to any additional periods of time during which the Options may continue to be exercised.

     9.  Termination of Employment; Change in Corporate Control .

          In the event of a Change in Corporate Control (as described below), or if the Participant’s employment with the Corporation is terminated before the Options expire or have been exercised with respect to all of the shares of Common Stock subject to the Options (as provided in subsections (a) and (b) below), the Participant shall have the right to exercise the Options during a period of ninety (90) days following the date of the Change in Corporate Control or termination of employment (as applicable), but in no event later than                      , 20___, and the Options shall expire at the end of such period.

     (a) In the event of a Change in Corporate Control, or if the Participant’s employment is terminated involuntarily without “Cause” (as defined in the Participant’s Employment Agreement), any portion of the Options not previously exercisable under Section 2 shall become immediately exercisable and the Participant shall be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

     (b) In the case of an involuntary termination not described in subsection (a) above, or a voluntary termination by the Participant not following a Change in Corporate Control, the maximum number of shares the Participant may purchase by exercising the Options shall be the number of shares which could be purchased at the date of

termination pursuant to Section 2. Participant shall not be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

          For purposes of this Section 9, termination of employment as a result of the expiration of the Participant’s Employment Agreement shall be considered a voluntary termination if the notice of non-renewal was delivered by the Participant and an involuntary termination if the notice of non-renewal was delivered by the Corporation and in both instances, the Participant is no longer employed by the Corporation.

     For purposes of this Section 9, a “Change in Corporate Control” shall include any of the following events:

     (i) The acquisition in one or more transactions of more than twenty percent of the Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended);

     (ii) Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity;

     (iii) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than “Continuing Directors.” For this purpose, those persons who were members of the Board of Directors on                      , 20___, shall be “Continuing Directors.” Any person who is nominated for election as a member of the Board after                      , 20___ shall also be considered a “Continuing Director” for this purpose if, and only if, his or her nomination for election to the Board of Directors is approved or recommended by a majority of the members of the Board (or of the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or

     (iv) Any person, or group of persons, announces a tender offer for at least twenty percent (20%) of the Corporation’s Common Stock.

     10.  Effect of Death .

          If the Participant dies before the Options expire or have been exercised with respect to all of the shares of Common Stock subject to the Options, any portion of the Options not previously exercisable under Section 2 shall become exercisable, and the Participant’s executor, administrator, or any person to whom the Options may be transferred by the Participant’s will or by the laws of descent and distribution, shall have the right to (i) exercise the Options, to the extent not previously exercised, at any time prior to the first anniversary of the date of death, but in no event later than                      , 20___, and (ii) to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to

Section 8 above. For this purpose, the terms of this Agreement shall be deemed to apply to such person as if he or she was the Participant.

     11.  Effect of Disability; Effect of Retirement After Age 65 .

          If a Participant incurs a Disability, (i) any portion of the Options not previously exercisable under Section 2 shall become exercisable and shall continue to be exercisable for a period of twelve (12) months following the date of termination of employment, but in no event later than                      , 20___, and (ii) the Participant shall be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

          If the termination of the Participant’s employment occurs as a result of retirement after age 65, (i) any portion of the Options not previously exercisable under Section 2 shall become exercisable, and shall continue to be exercisable for a period of twelve (12) months following the date of retirement, but in no event later than                      , 20___, and (ii) the Participant shall be entitled to receive a cash payment of any balance then credited to the Participant’s Dividend Equivalent Rights account pursuant to Section 8.

     12.  Nontransferability .

          The Participant’s rights under this Agreement may not be assigned or transferred by the Participant other than by will or the laws of descent and distribution. The Options may not be exercised by anyone other than the Participant or, in the case of the Participant’s death, by the person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution.

     13.  Securities Laws .

          The Corporation may from time to time impose any conditions on the exercise of the Options as it deems necessary or advisable to ensure that the Options granted hereunder, and each exercise thereof, satisfy the applicable requirements of federal and state securities laws. Such conditions to satisfy applicable federal and state securities laws may include, without limitation, the partial or complete suspension of the right to exercise the Options until the offering of the shares covered by the Options have been registered under the Securities Act of 1933, as amended, or the printing of legends on all stock certificates issued to the Participant describing the restrictions on transfer of such shares.

     14.  Rights Prior to Issuance of Certificates .

          Neither the Participant nor any person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution shall have any of the rights of a stockholder with respect to any shares of Common Stock until the date of the issuance to him or her of certificates (or other evidence of ownership) for such Common Stock as provided in Section 6 above.

     15.  Options Not to Affect Employment .

          Neither this Agreement nor the Options granted hereunder shall confer upon the Participant any right to continued employment with the Corporation. This Agreement shall not in any way modify or restrict any rights the Corporation may have to terminate such employment under the terms of the Participant’s Employment Agreement.

     16.  Miscellaneous .

          (a) This Agreement may be executed in one or more counterparts all of which taken together will constitute one and the same instrument.

          (b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

          (c) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of the Common Stock, shall be governed by the Delaware General Corporation Law.

     17.  Section 409A Compliance .

          This Agreement is intended to comply with the requirements of Section 409A of the Code and shall be interpreted and construed consistently with such intent. To the extent any amounts under this Agreement are payable by reference to the Participant’s “termination of employment,” such term shall be deemed to refer to the Participant’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder)) with the Corporation and all entities treated as a single employer with the Corporation under Section 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein. Notwithstanding any other provision in this Agreement, if the Participant is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Participant’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Participant’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Participant’s death.

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

ATTEST		HEALTH CARE REIT, INC.
WITNESS:		PARTICIPANT:

EXHIBIT 10.10

AMENDMENT TO DEFERRED STOCK UNIT GRANT AGREEMENTS

          This AMENDMENT TO DEFERRED STOCK UNIT GRANT AGREEMENTS, dated this ___ day of December, 2008 (the “Amendment”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation (the “Corporation”), and                      (the “Director”).

           Whereas , the Corporation and the Director entered into the Deferred Stock Unit Grant Agreements listed on Schedule A attached hereto (each an “Agreement” and collectively, the “Agreements”); and

           Whereas , the Corporation and the Director now desire to amend the Agreements as stated herein and effective as of January 1, 2009 in order to ensure compliance with Section 409A of the Internal Revenue Code, as amended, and the rules and regulations promulgated thereunder.

           Now Therefore, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

           1. Amendment of Section 4 .

               Section 4 of each Agreement is hereby deleted in its entirety and replaced with the following:

          “Whenever any or all of the Deferred Stock Units granted to the Director under this Agreement become vested pursuant to Section 3 or Sections 7 or 8 below, the Corporation shall cause a number of shares of Common Stock equal to the number of newly vested Deferred Stock Units to be issued to the Director and a stock certificate or certificates representing these shares of Common Stock to be registered in the name of the Director. The stock certificate or stock certificates representing such shares of Common Stock shall be delivered to the Director (or to his or her designated nominee) within sixty (60) days following the vesting date. Once shares of Common Stock have been issued as a result of the vesting of Deferred Stock Units, the corresponding vested Deferred Stock Unit shall be considered cancelled and shall be of no further force or effect.”

           2. Amendment of Section 6(a) .

               Section 6(a) of each Agreement is hereby amended by the addition of the following language at the end of such subsection:

          “and shall be delivered pursuant to Section 4.”

           3. Amendment of Section 7(c) .

               Section 7(c) of each Agreement is hereby amended and restated as follows:

          “Any stock certificates deliverable under Sections 7(a) or 7(b) shall be delivered within sixty (60) days following the Director’s death or total disability, as applicable.”

          4. Amendment of Section 8 .

               The first paragraph of Section 8 of each Agreement is hereby deleted in its entirety and replaced with the following:

          “Notwithstanding the other terms of this Agreement, in the event of a Change in Corporate Control (as defined below), the vesting of the Deferred Stock Units granted under this Agreement shall be accelerated, any previously unvested Deferred Stock Units shall vest immediately, and the Director shall become entitled to immediately receive a number of shares of Common Stock equal to the number of previously unvested Deferred Stock Units. Any stock certificates deliverable under this Section 8 shall be delivered within sixty (60) days following the Change in Corporate Control.”

          5. Amendment of Section 9 .

               Section 9 of each Agreement is hereby deleted in its entirety and replaced with the following:

          “During such time as any Deferred Stock Units remain outstanding and unvested, whenever the Corporation pays dividends on the Common Stock, the Director will have the right to receive a cash payment from the Corporation with respect to each Deferred Stock Unit in an amount equal to any dividends paid on a share of Common Stock (a “Dividend Equivalent Right”). The Director will have a Dividend Equivalent Right with respect to each Deferred Stock Unit that is outstanding on the dividend record date. The Director will have no Dividend Equivalent Rights as of the dividend record date in respect of any Deferred Stock Units that have vested and been exchanged for Common Stock; provided that the Director is the record holder of such Common Stock on or before such dividend record date. In all events, each Dividend Equivalent Right shall be paid within sixty (60) days following the applicable dividend record date.”

          6. Full Force and Effect of Remainder of the Agreements .

               Except as amended hereby, the Agreements will remain in full force and effect according to their terms.

           In Witness Whereof , the parties have executed this Amendment on the date and year first above written.

ATTEST		HEALTH CARE REIT, INC.
WITNESS:		DIRECTOR:

SCHEDULE A

[Schedule of Deferred Stock Unit Grant Agreements for the Director to be inserted]

EXHIBIT 10.11

DEFERRED STOCK UNIT
GRANT AGREEMENT
FOR NON-EMPLOYEE DIRECTOR

      THIS DEFERRED STOCK UNIT GRANT AGREEMENT (the “Agreement”), made this ___ day of                      , 20___ (the “Grant Date”), between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and                      (the “Director”).

WITNESSETH:

      WHEREAS , the Director serves as a member of the Board of Directors of the Corporation;

      WHEREAS , the Corporation maintains the Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the “Plan”) in order to promote the growth and profitability of the Corporation by providing officers, key employees and non-employee directors with incentives to achieve long-term corporate objectives, to assist the Corporation in attracting and retaining officers, key employees and non-employee directors of outstanding competence, and to provide such individuals with an opportunity to acquire an equity interest in the Corporation;

      WHEREAS , the Plan authorizes awards under the Plan to be made to non-employee directors with the approval of the Compensation Committee of the Board of Directors; and

      WHEREAS , the Compensation Committee has determined that each non-employee director of the Corporation shall be granted Deferred Stock Units with respect to shares of the Corporation’s common stock on the terms and conditions set forth below.

      NOW, THEREFORE , in consideration of the past and future services the Director has provided to the Corporation as a member of the Board, and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

     1.  Grant of Deferred Stock Units .

          The Corporation hereby grants to the Director Deferred Stock Units with respect to a total of                      shares of common stock, $1.00 par value per share, of the Corporation (the “Common Stock”), subject to satisfaction of the vesting conditions and other terms set forth in this Agreement. The Director shall not be required to make any payment to the Corporation (other than his or her services as a director) in exchange for such Deferred Stock Units or in exchange for the issuance of shares of Common Stock upon vesting of Deferred Stock Units.

     2.  Deferred Delivery of Shares .

          The Director shall not be entitled to the issuance of shares of Common Stock or to receive any distributions with respect to the Deferred Stock Units, except as provided in Section 9 below, until such time as the Deferred Stock Units may vest under Section 3 below. Further,

except as provided in Section 9 below, the Director shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) with respect to the shares of Common Stock to be issued pursuant to the Deferred Stock Units until such time as the Deferred Stock Units vest and the shares of Common Stock are issued to the Director.

     3.  Vesting; When Deferred Stock Units Vest .

          Subject to the terms and conditions of this Agreement, the Deferred Stock Units shall vest in three annual installments, on the first three anniversaries of the Grant Date, subject to the Director’s continued service as a member of the Board of Directors through such dates, or at such earlier time as the Deferred Stock Units may vest pursuant to Sections 7 or 8 of this Agreement. In the absence of any accelerated vesting under Sections 7 or 8, the Deferred Stock Units granted under this Agreement shall vest with respect to the following numbers of shares on the following vesting dates:

The Deferred Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Director, and the shares of Common Stock potentially issuable to the Director pursuant to these Deferred Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered by the Director until such shares are so issued.

          Any attempt to dispose of the Deferred Stock Units in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.

     4.  Issuance of Stock Certificates for Shares .

          Whenever any or all of the Deferred Stock Units granted to the Director under this Agreement become vested pursuant to Section 3 or Sections 7 or 8 below, the Corporation shall cause a number of shares of Common Stock equal to the number of newly vested Deferred Stock Units to be issued to the Director and a stock certificate or certificates representing these shares of Common Stock to be registered in the name of the Director. The stock certificate or stock certificates representing such shares of Common Stock shall be delivered to the Director (or to his or her designated nominee) within sixty (60) days following the vesting date. Once shares of Common Stock have been issued as a result of the vesting of Deferred Stock Units, the corresponding vested Deferred Stock Unit shall be considered cancelled and shall be of no further force or effect.

     5.  No Tax Withholding .

          The Corporation shall issue to the Internal Revenue Service and to the Director a Form 1099 and any other reporting form that may be required to report the amount of tax which the Director has incurred under applicable federal, state and local tax laws. The Corporation will not withhold such taxes, and the Director acknowledges that the Director may need to adjust his or her estimated tax payments to take the additional taxable income into account.

     6.  Termination of Service on the Board .

          (a) Except as provided in Sections 6(b), 7 or 8 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director’s term of office, is not nominated by the Board to stand for election at the Annual Stockholders’ Meeting at which the Director’s term of office expires, or, if nominated, is not reelected, then any Deferred Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Deferred Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 6(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be delivered pursuant to Section 4.

          (b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director’s duties and responsibilities for any reason other than illness or incapacity), then all Deferred Stock Units which have not previously become vested shall immediately be forfeited.

     7.  Effect of Death or Disability .

          (a) If the Director ceases to serve as a member of the Board as a result of the Director’s death before the Deferred Stock Units granted under this Agreement have become vested, vesting of any unvested Deferred Stock Units granted to the Director under this Agreement shall be accelerated, and stock certificates for the number of shares of Common Stock equal to the number of newly vested Deferred Stock Units shall be delivered to the Director’s executor, administrator, or any person to whom the Director’s rights with respect to the Deferred Stock Units may be transferred by the Director’s will or by the laws of descent.

          (b) If the Director ceases to serve as a member of the Board as a result of the Director’s total disability before the Deferred Stock Units granted under this Agreement have become vested, vesting of any unvested Deferred Stock Units granted to the Director under this Agreement shall be accelerated, and stock certificates for the number of shares of Common Stock equal to the number of newly vested Deferred Stock Units shall be delivered to the Director pursuant to Section 4, free of any restrictions. A Director shall have total disability

only if he or she is “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

          (c) Any stock certificates deliverable under Sections 7(a) or 7(b) shall be delivered within sixty (60) days following the Director’s death or total disability, as applicable.

     8.  Effect of Change in Corporate Control .

          Notwithstanding the other terms of this Agreement, in the event of a Change in Corporate Control (as defined below), the vesting of the Deferred Stock Units granted under this Agreement shall be accelerated, any previously unvested Deferred Stock Units shall vest immediately, and the Director shall become entitled to immediately receive a number of shares of Common Stock equal to the number of previously unvested Deferred Stock Units. Any stock certificates deliverable under this Section 8 shall be delivered within sixty (60) days following the Change in Corporate Control.

          For purposes of this Section 8, a “Change in Corporate Control” shall mean a “change in ownership or effective control” in respect of the Corporation within the meaning of Section 409A of the Code.

     9.  Dividend Equivalent Rights .

          During such time as any Deferred Stock Units remain outstanding and unvested, whenever the Corporation pays dividends on the Common Stock, the Director will have the right to receive a cash payment from the Corporation with respect to each Deferred Stock Unit in an amount equal to any dividends paid on a share of Common Stock (a “Dividend Equivalent Right”). The Director will have a Dividend Equivalent Right with respect to each Deferred Stock Unit that is outstanding on the dividend record date. The Director will have no Dividend Equivalent Rights as of the dividend record date in respect of any Deferred Stock Units that have vested and been exchanged for Common Stock; provided that the Director is the record holder of such Common Stock on or before such dividend record date. In all events, each Dividend Equivalent Right shall be paid within sixty (60) days following the applicable dividend record date.

     10.  Securities Laws .

          The Corporation may from time to time impose such conditions on the vesting of the Deferred Stock Units, and/or the issuance of shares of Common Stock upon vesting of the Deferred Stock Units, as it deems reasonably necessary to ensure that any grant of the Deferred Stock Units and issuance of shares under this Agreement will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to receive shares of Common Stock upon the vesting of the Deferred Stock Units until the Common Stock has been registered under the Securities Act of 1933, as amended. In all events, if the issuance of any shares of Common Stock is delayed by application of this Section 10, such issuance shall occur on the earliest date on which it would not violate applicable law.

     11.  Grant Not to Affect Status as Director .

          Neither this Agreement nor the Deferred Stock Units granted hereunder shall confer upon the Director any right to continue the Director’s service as a member of the Board of Directors of the Corporation.

     12.  Adjustments to Deferred Stock Units .

          In the event of any change or changes in the outstanding Common Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or any similar transaction, the number of Deferred Stock Units granted to the Director under this Agreement shall be adjusted by the Compensation Committee pursuant to Section 11.2 of the Plan in such manner as the Committee deems appropriate to prevent substantial dilution or enlargement of the rights granted to the Director.

     13.  Miscellaneous .

          (a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.

          (b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

          (c) The provisions of the Plan are hereby made a part of this Agreement.  In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of this Agreement shall control.

          (d) The Deferred Stock Units under this Agreement are deferred compensation subject to Section 409A of the Code. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be interpreted in a manner consistent with such requirements. To the extent that changes are necessary to ensure that the Deferred Stock Units comply with any additional requirements imposed by future IRS guidance on the application of Section 409A of the Code, the Director and the Corporation agree to cooperate and work together in good faith to timely amend this Agreement to comply with Section 409A of the Code. 

          (e) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.

          (f) Notwithstanding anything herein to the contrary, payments and the issuance of shares of Common Stock hereunder will be delayed to the extent required to comply with Section 409A(a)(2)(B) of the Code.

      IN WITNESS WHEREOF , the parties have executed this Deferred Stock Unit Grant Agreement on the date and year first above written.

ATTEST		HEALTH CARE REIT, INC.
WITNESS:		DIRECTOR:

Exhibit 10.12

Health Care REIT, Inc.
Supplemental Executive Retirement Plan
(“SERP”)

Amended and Restated
January 1, 2009

December 2008

TABLE OF CONTENTS

		Page
PREAMBLE			1
ARTICLE I
Definitions			2
ARTICLE II
Eligibility			5
ARTICLE III
Benefits			5
ARTICLE IV
Vesting			6
ARTICLE V
Distribution of Benefits			6
ARTICLE VI
Funding			9
ARTICLE VII
Plan Administration			10
ARTICLE VIII
Amendment and Termination			12
ARTICLE IX
General Provisions			13
ARTICLE X
409A Amounts and Grandfathered Amounts			14

Health Care REIT, Inc.
Supplemental Executive Retirement Plan
PREAMBLE

WHEREAS , Health Care REIT, Inc. (the “Employer”) desires to provide an enhanced retirement program for selected executives in order to deliver a specified portion of final pay, ensuring a competitive retirement income; and

WHEREAS , the Employee Retirement Income Security Act of 1974 (“ERISA”) requires that limits be set on the maximum contributions and benefits which may be made to or paid from a tax-qualified retirement plan on behalf of or to a Participant in such a plan; and

WHEREAS , the Employer 401(k) Profit Sharing Plan and the Health Care REIT, Inc. Money Purchase Pension Plan includes benefit limitations imposed by §415 and §401(a)(17) of the Internal Revenue Code; and

WHEREAS , Employer established this Health Care REIT, Inc. Supplemental Executive Retirement Plan (the “Plan”) effective January 1, 2001, so that selected executives as chosen by the Compensation Committee of the Board of Directors (the “Participants”) may accrue benefits that cannot be delivered under the qualified plans due to the limits placed on the benefit amounts by §§401(a)(17) and 415 and related sections of the Internal Revenue Code of 1986, as may be amended from time to time; and

WHEREAS , the Plan is intended to comply with all applicable law, including §409A of the Code and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention; and

WHEREAS , §409A of the Code requires a number of technical changes to maintain the tax deferred benefits promised under the Plan; and

WHEREAS , the Employer desires to make certain other changes to the Plan consistent with its purposes.

NOW, THEREFORE , the Employer adopts this amendment and restatement of the Plan effective January 1, 2009 to comply with Code §409A for the purpose providing Participants with an opportunity to receive a retirement benefit which cannot be delivered under the qualified plan because of statutory limitations. Health Care REIT, Inc. promises to pay the benefits defined herein to each Participant, or on his or her behalf to his or her heirs, personal representatives or beneficiaries, subject to the terms and conditions specified hereinafter.

ARTICLE I — DEFINITIONS

1.01		“ Actuarial Equivalent ” means the present value of the Normal Retirement Benefit or Early Retirement Benefit calculated using a 7.5% interest rate and the 1983 Group Annuity Mortality Table (GAM) (male), or the present value of the projected value of Employer contributions to the Employee’s qualified retirement plan accounts using a 7.5% interest rate and the 1983 GAM table (50/50 Blended) to determine the Offset Amount.
1.02		“ Aggregated Plans ” means this Plan and any other like-type plan or arrangement of the Employer in which a Participant participates and as to which the Plan or Applicable Guidance requires the aggregation of all such nonqualified deferred compensation in applying Code §409A.
1.03		“ Applicable Guidance ” means as the context requires Code §§83, 409A, Treas. Reg. §1.83, Treas. Reg. §1.409A-1 through -6, or other written Treasury or IRS guidance regarding or affecting Code §§83 or 409A, including, as applicable, any Code §409A guidance in effect prior to January 1, 2009.
1.04		“ Average Compensation ” means the average of the three highest Plan Years of salary and bonus compensation considering all Plan Years completed prior to the date of retirement.
1.05		“ Beneficiary ” means any person(s) designated in writing by a Participant (on the form provided and maintained by the Employer) to receive payment under the Plan in the event of the Participant’s death. In the event the Participant is married at the time of death and has designated no other beneficiary (or if the designated beneficiary has predeceased the Participant), Beneficiary shall mean the participant’s spouse. In the event the Participant is not married at death and has designated no beneficiary (or if the designated beneficiary has predeceased the Participant), Beneficiary shall mean the Participant’s estate.
1.06		“ Board of Directors ” means the Board of Directors of Health Care REIT, Inc.
1.07		“ Change in Control ” means

	(a)		The acquisition in one or more transactions of more than twenty percent (20%) of the Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of § 14(d)(3) of the Securities Exchange Act of 1934, as amended); or
	(b)		Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity, or any merger of consolidation of the Corporation into or with another corporation in which the Corporation is the surviving entity and, in connection with such merger or consolidation, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for other stock or securities of the Corporation or any other person, or cash, or any other property; or
	(c)		Any election of persons to the Compensation Committee of the Board of Directors which causes a majority of the Compensation Committee of the Board of Directors to consist of persons other than “Continuing Directors.” For this purpose, those persons who were members of the Compensation Committee of the Board of Directors on May 1, 1995, shall be “Continuing Directors.” Any person who is nominated for election as a member of the Board after May 1, 1995, shall also be considered a “Continuing Director” for this purpose if, and only if, his or her nomination for election to the Compensation Committee of the Board of Directors is approved or recommended by a majority of the members of

			the Board (or the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or
	(d)		Any person, or group of persons, announces a tender offer for at least twenty percent (20%) of the Corporation’s Common Stock.

		Plan Years completed prior to the date of Retirement and a 7.5% earnings rate compounded annually.
1.25		“ Participant ” means an Eligible Employee who, by reason of his or her responsibilities with the Employer, is selected by the Compensation Committee to participate in the Plan.
1.26		“ Plan ” means the Health Care REIT, Inc. Supplemental Executive Retirement Plan, as amended from time to time, the Trust, if any, and all notices, forms, elections, and other written documentation to which the Plan refers.
1.27		“ Plan Year ” means the period beginning on the first day of January and ending on the last day in December within the calendar year.
1.28		“ Separation From Service ” means Employee’s termination of employment with Employer whether on account of death, retirement or otherwise.

	(a)		Insignificant or Significant Service/Presumptions . The Employer will determine whether an Employee has terminated employment (and incurred a Separation from Service) based on the facts and circumstances as described in Treas. Reg. §1.409A-1(h)(1)(ii). An Employee incurs a Separation from Service if the parties reasonably anticipate, based on the facts and circumstances, the Employee will not perform any additional services after a certain date or that the level of bona fide services (whether performed as an Employee or as a Contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether performed as an Employee or as a Contractor) over the immediately preceding 36-month period (or, if less, the period the employee has rendered service to the Employer) (“average prior service”). An Employee is presumed to have incurred a Separation from Service if the Employee’s service level decreases to 20% or less than the average prior service and an Employee is presumed to not have incurred a Separation from Service if the Employee’s service level continues at a rate which is 50% or more of the average prior service. No presumption applies where the Employee’s service level is more than 20% and less than 50% of the average prior service.
	(b)		Effect of Leave . An Employee does not incur a Separation from Service if the Employee is on military leave, sick leave, or other bona fide leave of absence if such leave does not exceed a period of 6 months, or if longer, the period for which a statute or contract provides the Employee with the right to reemployment with the Employer. If a Participant’s leave exceeds 6 months but the Participant is not entitled to reemployment under a statute or contract, the Participant incurs a Separation from Service on the next day following the expiration of 6 months. A leave of absence constitutes a bona fide leave of absence for this Section only if there is a reasonable expectation that the Employee will return to perform services for the Employer. Where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 6 months, and where the Participant cannot perform his/her duties or the duties of any substantially similar position, in determining when a Separation from Service occurs, the above 6 month period is 29 months unless the Employer or the Employee terminate the leave sooner. For purposes of determining average prior service under Section 1.28(a) during a paid leave of absence which is not a Separation From Service, the Employee is treated as rendering bona fide services at a level that would have been required to earn the amount paid during the leave. If the leave of absence is unpaid, the leave period is disregarded in determining average prior service.
	(c)		“ Employer” for Purposes of Separation Rules . The “Employer” for purposes of applying this Section (determining Separation from Service under the Plan) means Employer as

defined under Section 1.16 but by applying 50% in lieu of 80% in applying Code §§414(b) and (c).

			The proration for length of participation is the number of completed years of participation (including fractional years) in the Plan divided by the total number of years (not including fractional years) from the date of participation to Normal Retirement Age, not-to-exceed 15 years.
	(c)		Change in Control Benefit . Upon a Participant’s Separation From Service with Employer, either voluntarily or involuntarily for any reason, following a Change in Control, the Participant’s benefit shall be calculated as follows:

	(i)		Change in Control Benefit for CEO. The CEO shall be entitled to receive his Normal Retirement Benefit unreduced for length of participation or the early retirement reduction.
	(ii)		Change in Control Benefit for Other Participants . The Participant shall be entitled to receive his Early Retirement Benefit as of the date of Separation From Service calculated by adding an additional five (5) years of participation (up to but not beyond age 65) to the length of the participation proration with no early retirement reduction.

earlier, upon the Specified Employee’s death), except as permitted under this Section 5.02(d). The value of the Participant’s delayed benefit shall be adjusted for interest assuming the Participant’s benefit had commenced on the first day of the month following his or her Early or Normal Retirement. An interest rate of 7.5% shall be used to determine these values. This limitation shall only apply if the stock of the Employer is traded on an established securities market.

5.06		Tax Withholding
		With respect to any benefit payments under the Plan and from any amount taxable under Code §409A, Employer shall deduct all appropriate income tax withholdings including Notice 2005-1, Notice 2006-79, Notice 2008-115 and other Applicable Guidance; however, the Participant will be solely liable for any and all income taxes applicable on such benefit payments.
		The benefits which accrue under the Plan are subject to FICA taxes (which include the Old-Age, Survivors and Disability Insurance tax and/or Medicare tax, as the case may be) which may become due before the benefits are actually paid as provided under Code § 3121(v)(2) and related IRS regulations.
		To ensure proper compliance with these regulations, Employer will calculate the amount of FICA tax when it becomes due and notify the Participant of the amount of his or her share of such tax. Employer will remit the entire tax to the IRS and arrange for the collection of the Participant’s share of the tax from the Participant. The Participant will be solely liable for his or her share of FICA taxes on benefits accrued under the Plan.
		With respect to any benefit payments under the Plan resulting from a Change in Control, Employer shall pay without reimbursement from the Employee, all appropriate golden parachute excise tax withholdings and will be solely liable for any and all excise taxes applicable on such benefit payments. Any such payment shall be paid or reimbursed to the Employee by the end of the calendar year next following the calendar year in which the Employee remits, or is required to remit, such excise tax.
5.07		Beneficiary Designation
		A Participant may designate a Beneficiary (including one or more primary and contingent Beneficiaries) to receive payment of any balance remaining at death. The Employer will provide each Participant with a form for this purpose and no designation will be effective unless made on that form and delivered to the Employer. A Participant may modify or revoke an existing designation of Beneficiary by executing and delivering a new designation to the Employer. In the absence of a properly designated Beneficiary, the Employer will pay a deceased Participant’s benefit to the Participant’s surviving spouse and if none, to the Participant’s estate. If a Beneficiary is a minor or otherwise is a person whom the Employer reasonably determines to be legally incompetent, the Employer may cause the Plan or Trust to pay the Participant’s benefit to a guardian, trustee or other proper legal representative of the Beneficiary. The Plan’s or Trust’s payment of the deceased Participant’s benefit to the Beneficiary or proper legal representative of the Beneficiary completely discharges the Employer, the Plan and Trust of all further obligations under the Plan.
5.08		Payments Treated as Made on Payment Date

(a)

Certain Late Payments . The Plan’s payment of benefits under Sections 5.01 through 5.04 will be deemed made on the Plan required payment date or payment election required payment date even if the Plan makes payment after such date, provided the payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15th day of the third calendar month following the payment due date provided that the Participant is not able, directly or indirectly, to designate the calendar year of payment; (iii) in case the Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Participant’s control (or the control of the Participant’s Beneficiary), in the first calendar year of the Participant in which payment is practicable; (iv) in case the making of the payment on the specified date would jeopardize the Employer’s ability to continue as a going concern, in the first calendar year of the Participant in which the payment would not have such effect. The Employer may cause the Plan or Trust, if any, to pay a Participant’s retirement benefit under

			Sections 5.01 through 5.04 on any date which satisfies this Section 5.08 and that is administratively practicable following any Plan specified payment date or the date specified in any valid payment election.
	(b)		Disputed Payments . In the event of a dispute between the Employer and a Participant as to whether Deferred Compensation is payable to the Participant or as to the amount thereof, or any other failure to pay, payment is treated as paid on the designated payment date if such payment is made in accordance with Treas. Reg. §1.409A-3(g).
	(c)		Early Payments . The Employer also may cause the Plan or trustee to pay on a date no earlier than 30 days before the specified payment date provided the Participant is not able, directly or indirectly, to designate the calendar year of the payment. Such “early” payments are not an accelerated payment under Applicable Guidance.

7.02		Compensation Committee’s General Powers, Rights and Duties
		The Compensation Committee shall have full power to administer the Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Compensation Committee has the powers, rights and duties specifically stated in the Plan, including, but not limited to, the following powers, rights and duties:

	(a)		to determine all questions arising under the Plan, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their benefits under the Plan, to interpret the Plan, and to remedy ambiguities, inconsistencies or omissions;
	(b)		to adopt such rules of procedure and regulations, including the establishment of any claims procedure that may be required by law, or as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan;
	(c)		to direct payments or distributions in accordance with the provisions of the Plan;
	(d)		to develop such information as may be required by it for tax or other purposes as respects the Plan; and
	(e)		to employ agents, attorneys, accountants or other persons (who also may be employed by Employer), and allocate or delegate to them such powers, rights and duties as the Compensation Committee may consider necessary or advisable to properly carry out the administration of the Plan.

		The Compensation Committee’s decision in any matter involving the interpretation and application of the Plan shall be final and binding. In the event the Compensation Committee is deciding any issue under the Plan which could affect the form or timing of the payment of deferred compensation under the Plan to a Participant who is a member of the Compensation Committee, then such member shall not vote or otherwise decide on such issue. All questions or interpretations shall be governed by the local laws of the state of Ohio unless specifically pre-empted by ERISA.
7.03		Indemnification of Administrator
		Employer agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as a delegate or agent of the Compensation Committee (including any Employee or former Employee who is serving or formerly served as a delegate or agent of the Compensation Committee) against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission is or was in good faith.
7.04		ERISA Claims and Procedure
		Any person claiming a benefit under the Plan shall present the request to the Compensation Committee in writing, which shall respond in writing as soon as may be feasible. If the claim is denied, the Compensation Committee’s written notice of the denial shall state the reasons for the denial, with specific references to the relevant provisions of the Plan, a description of any additional information necessary, and an explanation of the review procedures available. Any person whose claim for benefits is denied may request review by written notice to the Compensation Committee. The Compensation Committee may, but shall not be required to grant the claimant a hearing. The decision on review shall be made by the Compensation Committee within 60 days, and the Compensation Committee shall provide a written report on its decision,

			irrevocable action to terminate and liquidate the Plan does not adopt a new plan covering any Participant that would be an Aggregated Plan.
	(d)		Applicable Guidance . The Employer may terminate the Plan under such other circumstances as Applicable Guidance may permit.

Executed this 29 ^th day of December, 2008.

						HEALTH CARE REIT, INC.
				By:		/s/ Jeffrey H. Miller
/s/ Erin C. Ibele   Witness						Jeffrey H. Miller, Executive Vice President and General Counsel