8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 23, 2006

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8923	34-1096634
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

One SeaGate, Suite 1500, Toledo, Ohio	43604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (419) 247-2800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     Health Care REIT, Inc. (the “Company”) is filing this Current Report on Form 8-K to report changes to its compensation arrangements with its executive officers and non-employee directors.

Summary of Executive Compensation Program

     The three key components of the executive officer compensation program of the Company are base salaries, annual incentive compensation and long-term incentive awards under the Company’s 2005 Long-Term Incentive Plan (the “Plan”).

     Base Salaries. The executive officers’ base salaries are established in their employment agreements if they have one, and the Compensation Committee may adjust those base salaries from time to time, as it deems appropriate.

     Annual Incentive Compensation. Annual incentive compensation payments to executive officers are based on the achievement of pre-established corporate and individual goals for the performance year. Eighty percent of the incentive compensation opportunity for Messrs. Chapman and Braun, and generally 60% of the incentive compensation opportunity for the other executive officers, are based on objective corporate performance goals. The remainder of each executive’s incentive compensation opportunity is based on other pre-established performance factors. With respect to Mr. Herman, 50% of his annual incentive compensation is based on the factors mentioned above and 50% is based on the investment activity of the Company. For each executive, a range of earnings opportunity is established at the beginning of the performance period corresponding to three levels of performance (a threshold, target and high performance level) for the annual cash bonus. The corporate performance goals set by the Compensation Committee for the annual incentive program relate to (1) funds available for distribution (FAD) per share (a measure of financial earnings performance for REITs); (2) net real estate investments; and (3) maintenance of credit ratings.

     On January 23, 2006, the Compensation Committee awarded annual cash bonuses for performance in 2005 to the named executive officers (the executive officers who are expected to be named in the Company’s 2006 Proxy Statement), in the amounts set forth below. In addition, the Compensation Committee established the 2006 base salaries for each named executive officer:

NAME	TITLE	2005 CASH BONUS	2006 BASE SALARY
George L. Chapman	Chairman and Chief Executive Officer	$619,445	$536,852
Raymond W. Braun	President and Chief Financial Officer	$357,500	$338,000
Charles J. Herman, Jr.	Vice President and Chief Investment Officer	$301,684	$275,000
Jeffrey H. Miller	Vice President and General Counsel	$168,520	$263,120
Scott A. Estes	Vice President — Finance	$102,060	$187,110

     Long-Term Incentive Compensation. The Plan has been the Company’s primary vehicle for providing long-term incentive compensation to executive officers, and is intended to enable the Company to provide its executive officers and other key employees with competitive equity-based compensation in order to align management and stockholder interests, enhance focus on the creation of stockholder value, and support the long-term retention of key contributors. Under the terms of the Plan, the Compensation Committee has authority to approve stock options, restricted stock or other equity-based incentive awards to executive officers and key employees and to determine the terms of these awards.

     Similar to the annual incentive program, long-term incentive awards for executive officers are based on the achievement of pre-established corporate and individual goals for the performance years. For 2005, 75% of the value of the long-term incentive compensation award was based on corporate performance goals set by the Compensation Committee, which related to (1) three-year total stockholder return relative to the three-year NAREIT

Index; (2) net real estate investments; and (3) FAD payout ratio. The remaining 25% of the value of the long-term award was based on a qualitative assessment of individual performance. Based on the attainment of performance goals during 2005, the Compensation Committee approved on January 23, 2006 a specific dollar amount of long-term incentive compensation value for each executive officer, and then converted these dollar amounts into a number of restricted shares and a number of options with and without dividend equivalent rights. Seventy-five percent of the value of the long-term incentive compensation earned by each executive officer was granted in the form of shares of restricted stock, 12.5% was granted as stock options with dividend equivalent rights and the remaining 12.5% was granted as stock options without dividend equivalent rights. Both the options and restricted shares vest ratably over five years, and cash payments attributable to dividend equivalent rights will accrue and be paid only when the corresponding option has vested. Occasionally, due to extraordinary performance, additional awards may be granted. The Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers and the Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Summary of Director Compensation

     For the 2006 calendar year, each non-employee member of the Board of Directors of the Company will receive an annual retainer of $45,000, payable in equal quarterly installments. Additionally, each of the chairs of the Audit Committee and the Compensation Committee will be paid an annual fee of $10,000 and the chair of the Nominating/Corporate Governance Committee will be paid $7,500. If the Board of Directors holds more than four meetings in a year, each non-employee member of the Board will receive $1,500 for each meeting attended in excess of four meetings. With respect to the Audit, Compensation, Executive and Nominating/Corporate Governance Committees, if any of these committees holds more than four meetings in a year, each non-employee member of these committees will receive $1,000 for each meeting attended in excess of four meetings.

     Non-employee directors of the Company are eligible to receive a variety of equity awards under the Plan, including dividends with respect to the shares of common stock of Health Care REIT, Inc., par value $1.00 per share (the “Shares”), covered by an award. On January 23, 2006, the Compensation Committee, which administers the Plan, granted each of the non-employee directors deferred stock units with a value of $70,000 (the “Units”). The recipients are entitled to dividend equivalent rights with respect to the Shares and the Units will vest in three equal installments on the first three anniversaries of the date of the grant. The Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

10.1	Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan.
10.2	Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan.
10.3	Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	HEALTH CARE REIT, INC.
	By:	/s/ GEORGE L. CHAPMAN
Its: Chairman of the Board and Chief Executive Officer	George L. Chapman
Dated: January 27, 2006

EX-10.1

Exhibit 10.1

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:

	MAXIMUM NUMBER OF	MAXIMUM NUMBER OF
	SHARES THAT MAY BE	SHARES THAT MAY BE
	PURCHASED BY EXERCISING	PURCHASED BY
PERIOD	NONSTATUTORY OPTIONS	EXERCISING ISOs
From ___, 20___ to ___, 20___	Up to ___ shares	Up to ___ shares
From ___, 20___ to ___, 20___	Up to ___ shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to ___ shares (less any shares previously purchased by exercising ISOs)
From ___, 20___ to ___, 20___	Up to ___ shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to ___ shares (less any shares previously purchased by exercising ISOs)
From ___, 20___ to ___, 20___	Up to ___ shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to ___ shares (less any shares previously purchased by exercising ISOs)
From ___, 20___ to ___, 20___	Up to ___ shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to ___ shares (less any shares previously purchased by exercising ISOs)

          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.

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     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 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

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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 that would have been payable on the shares of Common Stock 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 date the Options are exercised to acquire such shares (“Dividend Equivalent Rights”). 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 while any Options remain outstanding and unexercised, the Participant’s account shall be credited with a dollar amount equal to the dividends that would have been 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 unexercised portion of 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 unexercised portion of 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 (whether under Section 2 above or Sections 9, 10, 11 or 12 below), 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 paragraph, 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; plus after shares have become exercisable (iii) 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, which distributions shall be paid quarterly on or about the time of the dividend pay dates. The Participant’s account shall be debited by a dollar amount equal to the distribution.

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This distribution shall be delivered to the Participant in the form of a cash payment. No distribution shall be made until the Participant has made arrangements with the Corporation to withhold all applicable payroll taxes from the distribution, or to satisfy the tax withholding obligations in some other manner, as described in Section 7 above.

          Upon expiration or termination of the Options, all rights and claims to the Dividend Equivalent Rights will be terminated.

     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)

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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 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

     (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 Permanent and Total Disability.

          If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, (i) any portion of the Options not previously exercisable under Section 2 shall become exercisable, and the Options may be exercised at any time during the 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.

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     12. Effect of Retirement.

          [To be determined.]

     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 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.

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          (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.

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

ATTEST:	HEALTH CARE REIT, INC.
	By:
	Name:
	Its:
	Name:

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EX-10.2

EXHIBIT 10.2

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 8, 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:

	MAXIMUM NUMBER OF
	SHARES THAT MAY BE	MAXIMUM NUMBER OF
	PURCHASED BY	SHARES THAT MAY BE
	EXERCISING	PURCHASED BY
PERIOD	NONSTATUTORY OPTIONS	EXERCISING ISOs
From                     , 20___	Up to ___ shares	Up to ___ shares
to                     , 20___
From                     , 20___	Up to ___ shares (less any	Up to ___ shares (less any
to                     , 20___	shares previously purchased by	shares previously purchased
	exercising Nonstatutory Options)	by exercising ISOs)
From                     , 20___	Up to ___ shares (less any	Up to ___ shares (less any
to                     , 20___	shares previously purchased by	shares previously purchased
	exercising Nonstatutory Options)	by exercising ISOs)
From                     , 20___	Up to ___ shares (less any	Up to ___ shares (less any
to                     , 20___	shares previously purchased by	shares previously purchased
	exercising Nonstatutory Options)	by exercising ISOs)
From                     , 20___	Up to ___ shares (less any	Up to ___ shares (less any
to                     , 20___	shares previously purchased by	shares previously purchased
	exercising Nonstatutory Options)	by exercising ISOs)

          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 8, 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 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.

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     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 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

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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. 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.

     (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.

          For purposes of this Section 8, 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 8, 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;

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     (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 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

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

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

     10. Effect of Permanent and Total Disability.

          If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, any portion of the Options not previously exercisable under Section 2 shall become exercisable, and the Options may be exercised at any time during the period of twelve (12) months following the date of termination of employment, but in no event later than ___, 20___.

     11. Effect of Retirement.

          [To be determined.]

     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.

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     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 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.

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

ATTEST:	HEALTH CARE REIT, INC.
	By:
	Name:
	Its:
	Name:

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EX-10.3

EXHIBIT 10.3

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 authorize awards under the Plan to be made to non-employee directors with the approval of the Board of Directors; and

     WHEREAS, the Board 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 the 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:

VESTING	NUMBER OF DSUs
DATES	THAT BECOME VESTED
_________, 20__	_____ shares
_________, 20__	_____ shares
_________, 20__	_____ shares

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) upon the vesting date (or as soon as practicable after the vesting date, but in no event later than December 31 of the year containing the vesting date or, if later, by the 15th day of the third calendar month following the vesting date). Once shares of Common Stock have been issued as a result of the vesting of Deferred Stock Units, the corresponding

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vested Deferred Stock Unit shall be considered cancelled and shall be of no further force or effect.

     5. No Tax Withholding.

          Whenever some or all of the Deferred Stock Units vest under Section 3 (or on an accelerated basis pursuant to Sections 7 or 8 of this Agreement), the Corporation shall notify the Director of the amount of tax which the Director incurs 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.

          (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. A Director shall have total disability only if he 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 immediately upon the Director’s death or disability as applicable (or as soon as practicable thereafter, but in no event later than December 31 of the year in which the applicable event occurred or, if later, by the 15th day of the third calendar month following the event).

     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.

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          (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 immediately upon the Director’s death or total disability, as applicable (or as soon as practicable thereafter, but in no event later than December 31 of the year in which the applicable event occurred or, if later, by the 15th day of the third calendar month following the event).

     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 immediately upon the Change in Corporate Control (or as soon as practicable thereafter, but in no event later than December 31 of the year in which the Change in Corporate Control occurs or, if later, the 15th day of the third month 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 not later than the 15th day of the third month following the calendar year in which the applicable dividend record date occurs.

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     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 Deferred Stock Units have 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

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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.

     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.
	By:
	Name:
	Its:
	DIRECTOR:
	Name:

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