8-K

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): June 28, 2004

NATIONWIDE HEALTH PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-9028	95-3997619
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

610 Newport Center Drive, Suite 1150, Newport Beach, California 92660-6429

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (949) 718-4400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

ITEM 5. OTHER EVENTS

Public Offering of Preferred Stock

On June 28, 2004, we entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc. as representative of the several underwriters set forth on Schedule A thereto (collectively, the “Underwriters”), in connection with the issuance and sale of 1,000,000 shares (“Firm Shares”) of our 7.75% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (“Convertible Preferred Stock”), to the Underwriters. In addition, the Company granted to the Underwriters pursuant to the Underwriting Agreement an over-allotment option to purchase an additional 150,000 shares (“Over-Allotment Shares,” together with the Firm Shares, the “Shares”) of Convertible Preferred Stock.

We estimate that the net proceeds to us from this offering, after expenses and underwriting discounts and commissions, will be approximately $96,750,000, or approximately $111,337,500 if the underwriters exercise their over-allotment option in full. We intend to use the net proceeds from this offering to repay amounts outstanding under our revolving bank line of credit.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

1.1 Underwriting Agreement, dated June 28, 2004, by and among the Company and the Underwriters.

3.1 Articles Supplementary to the Company’s Amended and Restated Articles of Incorporation, dated June 30, 2004.

3.2 Amended and Restated Bylaws of the Company.

4.1 Form of 7.75% Series B Cumulative Convertible Preferred Stock Certificate.

5.1 Opinion of Venable LLP re: Legality of the Shares.

23.1 Consent of Venable LLP (included in Exhibit 5.1).

99.1 Company Press Release dated June 29, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATIONWIDE HEALTH PROPERTIES, INC.
Date: June 30, 2004	By:	/s/ Mark L. Desmond
	Name:	Mark L. Desmond
	Title:	Senior Vice President and Chief Financial Officer

EX-1.1

Exhibit 1.1

Nationwide Health Properties, Inc.

1,000,000 Shares

7.75% Series B Cumulative Convertible Preferred Stock

(Liquidation Preference $100 per share)

($1.00 par value per share)

UNDERWRITING AGREEMENT

June 28, 2004

UNDERWRITING AGREEMENT

June 28, 2004

J.P. Morgan Securities Inc.

277 Park Avenue

New York, New York 10172

    as Representative of the several Underwriters

Ladies and Gentlemen:

Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 1,000,000 shares (the “Firm Shares”) of a series of preferred stock, par value $1.00 per share (the “Preferred Stock”), of the Company designated as 7.75% Series B Cumulative Convertible Preferred Stock (liquidation preference $100 per share) (the “Convertible Preferred Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 150,000 shares of Convertible Preferred Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares will be convertible into shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company pursuant to the provisions of the Company’s Articles Supplementary establishing the designation, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Shares (the “Articles Supplementary”), to be filed with the State Department of Assessments and Taxation of the State of Maryland on or before the time of purchase, as hereinafter defined. The Shares are described in the Prospectus which is referred to below. As used herein, the term “Representative” means J.P. Morgan Securities Inc.

The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-105806) under the Act (the “registration statement”). Amendments to such registration statement, if necessary or appropriate, have been similarly prepared and filed with the Commission in accordance with the Act. Such registration statement, as so amended, has been declared by the Commission to be effective under the Act. The Company has filed with the Commission a Pre-Pricing Prospectus (as defined and referred to below) pursuant to Rule 424(b) under the Act, describing the Shares and the offering thereof, in such form as has been heretofore provided to, discussed with, and approved by, the Underwriters. The Company will next file with the Commission, pursuant to Rule 424(b) under the Act, a final prospectus supplement to the Basic Prospectus (as defined and referred to below), describing the Shares and the offering thereof, in such form as has been heretofore provided to, discussed with, and approved, by the Underwriters.

The term “Registration Statement,” as used in this Agreement, means the registration statement, as amended at the time it was declared by the Commission to be effective under the Act and as supplemented or amended prior to the execution of this Agreement, including (i) all

financial schedules and exhibits thereto; (ii) all documents incorporated by reference, or deemed to be incorporated by reference, therein; and (iii) any abbreviated registration statement that is prepared and filed with the Commission in accordance with Rule 462(b) under the Act. The term “Basic Prospectus,” as used in this Agreement, means the basic prospectus dated as of October 16, 2003 and to be filed with the Commission pursuant to Rule 424(b) for use in connection with the offer and/or sale of Shares pursuant to this Agreement. The term “Pre-Pricing Prospectus,” as used in this Agreement, means any form of preliminary prospectus used in connection with the marketing of the Shares, including the preliminary prospectus supplement dated as of June 28, 2004 and filed with the Commission on June 28, 2004 pursuant to Rule 424(b) under the Act, and any basic prospectus (whether or not in preliminary form) used with any such preliminary prospectus supplement in connection with the marketing of the Shares, in each case as any of the foregoing may be amended or supplemented by the Company. The term “Prospectus Supplement,” as used in this Agreement, means any final prospectus supplement specifically relating to the Shares, in the form filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b) under the Act. The term “Prospectus,” as used in this Agreement, means the Basic Prospectus together with the Prospectus Supplement; provided, however, that, if such Basic Prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement was first filed pursuant to Rule 424(b) under the Act, the term “Prospectus” shall refer to the Prospectus Supplement together with the Basic Prospectus as so amended or supplemented. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, any Pre-Pricing Prospectus, any Prospectus Supplement or the Prospectus shall be deemed to refer to and include (i) the documents incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”) and (ii) the copy of the Registration Statement, the Basic Prospectus, the Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and the Incorporated Documents filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”) after the initial effective date of the Registration Statement, or the date of the Prospectus, as the case may be, deemed to be incorporated therein by reference. As used herein, “business day” shall mean a day on which the New York Stock Exchange is open for trading.

The Company and the Underwriters agree as follows:

1. Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $97.25 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine.

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In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by the Representative on behalf of the several Underwriters at any time, but only one time, on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

2. Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by Federal Funds wire transfer against delivery of the certificates for the Firm Shares to you through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on July 2, 2004 (unless another time shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is hereinafter sometimes called “the time of purchase.” Electronic transfer of the Firm Shares shall be made to you at the time of purchase in such names and in such denominations as you shall specify.

Payment of the purchase price for the Additional Shares shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to you at the additional time of purchase in such names and in such denominations as you shall specify.

Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Shares shall be made at the offices of O’Melveny & Myers LLP at 610 Newport Center Drive, 17th floor, Newport Beach, California 92660, 10:00 a.m., New York City time, on the date of the closing of the purchase of the Firm Shares or the Additional Shares, as the case may be.

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3. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

(a) the Registration Statement has heretofore been declared effective under the Act; no stop order of the Commission preventing or suspending the use of the Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement or the Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Company’s knowledge, are contemplated by the Commission; the Company is eligible to use Form S-3 under the Act with respect to the Registration Statement, and the conditions to the use of Form S-3 with respect to the Registration Statement in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement as of the date of this Agreement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Act. The Registration Statement complied when it became effective, complies and, at the time of purchase, any additional time of purchase and the time when the Prospectus Supplement, or any amendment or supplement thereto, is filed with the Commission under Rule 424(b) under the Act, will comply, and each Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement and the Prospectus conformed as of their respective dates, conform and, at the time of purchase, any additional time of purchase and the time when the Prospectus Supplement, or any amendment or supplement thereto, is filed with the Commission under Rule 424(b) under the Act, will conform in all material respects with the requirements of the Act (including Rule 415 under the Act); the Registration Statement did not at the time of effectiveness, does not and, at the time of purchase, any additional time of purchase and the time when the Prospectus Supplement, or any amendment or supplement thereto, is filed with the Commission under Rule 424(b) under the Act, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement and the Prospectus did not as of their respective dates, do not and, at the time of purchase, any additional time of purchase and any time at which the Prospectus is delivered in connection with any sale of Shares, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus in reliance upon and in conformity with information concerning an Underwriter and furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in the Registration Statement or the Prospectus; each Incorporated Document, at the time such document was filed with the Commission, at the times the Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement and Prospectus were filed with the Commission and at the time the Registration Statement became effective, complied in all material respects, with the requirements of the Act and the Exchange Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company has not distributed and will not distribute any “prospectus” (within the meaning of the Act) or offering material in connection with the

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offering or sale of the Shares other than the then most recent Pre-Pricing Prospectus or the then most recent Prospectus Supplement, in each case accompanied by the then most recent Basic Prospectus;

(b) as of the date of this Agreement, the Company has an authorized and outstanding capitalization as set forth in the section of the Registration Statement and the Prospectus entitled “Capitalization” and, as of the time of purchase and any additional time of purchase, as the case may be, the Company shall have an authorized and outstanding capitalization as set forth in the section of the Registration Statement and the Prospectus entitled “Capitalization” (subject, in each case, to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the Registration Statement and the Prospectus, the grant of options under existing stock option plans described in the Registration Statement and the Prospectus and the issuance of Common Stock pursuant to the Company’s dividend reinvestment and stock purchase plans described in the Registration Statement and Prospectus); all of the issued and outstanding shares of capital stock, including the Common Stock, of the Company have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance, in all material respects, with all federal and state securities laws and were not issued in violation of any preemptive right or similar right; no further approval or authority of the stockholders or the Board of Directors of the Company are required for the issuance and sale of the Shares;

(c) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with the corporate power and authority to acquire, own, lease and operate its properties, and to lease the same to others, and to conduct its business as described in the Registration Statement and the Prospectus, to execute and deliver this Agreement and to issue and sell the Shares as contemplated herein; and the Company is in compliance in all respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect (as defined below);

(d) the Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction (and attached hereto as Exhibit F is an accurate and complete list of each such jurisdiction) where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, either (i) have a material adverse effect on the business, financial condition, results of operations or prospects of the Company and its Significant Subsidiaries (as defined in Section 3(e)) taken as a whole or (ii) prevent consummation of the transactions contemplated hereby (the occurrence of such effect or such prevention described in the foregoing clauses (i) and (ii) being herein referred to as a “Material Adverse Effect”);

(e) the Company has no “significant subsidiary,” as that term is defined in Rule 1-02(w) of Regulation S-X under the Act, other than as listed in Exhibit I attached hereto (collectively, the “Significant Subsidiaries”); excluding the Significant Subsidiaries, no group consisting of one or more of the Company’s “subsidiaries,” as

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defined in Rule 405 of Regulation C under the Act (the “Subsidiaries”), considered in the aggregate as a single subsidiary, constitutes a “significant subsidiary” under the income test specified in Rule 1-02(w)(3) of Regulation S-X under the Act, substituting “20 percent” for “10 percent” in such Rule 1-02(w)(3); the Company owns, directly or indirectly, all of the issued and outstanding capital stock of, or other ownership interests in, each of the Subsidiaries; other than the capital stock of, and other ownership interests in, the Subsidiaries, and except as disclosed in the Registration Statement and Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity; except as set forth in the exhibits to the Registration Statement and except for the Articles Supplementary, no changes in the articles of incorporation and the bylaws, or other organizational documents, of the Company and each Significant Subsidiary will be made on or after the date hereof or on or before the time of purchase or, if later, any additional time of purchase; attached hereto as Exhibit H is an accurate list of the total number of outstanding shares of the capital stock of, or other ownership interests in, each Significant Subsidiary; each Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, with corporate, company or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus; each Subsidiary is duly qualified to do business as a foreign corporation, limited liability company or limited partnership and is in good standing in each jurisdiction (and attached hereto as Exhibit G is an accurate and complete list of each such jurisdiction for each Significant Subsidiary) where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect; each Subsidiary is in compliance in all respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect; all of the outstanding shares of capital stock of, or other equity interests in, each of the Subsidiaries (i) have been duly authorized and validly issued, (ii) are, in the case of the Subsidiaries that are corporations, fully paid and non-assessable and (iii) are owned, directly or indirectly, by the Company subject to no security interest, other encumbrance or adverse claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding;

(f) the Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of preemptive rights and similar rights; the shares of the Common Stock initially issuable upon conversion of the Shares have been duly and validly authorized and reserved for issuance or delivery upon any such conversion and are sufficient in number to meet the conversion requirements of the Shares, as set forth in the Articles Supplementary, and when issued and delivered upon conversion of the Shares in accordance with the provisions of the Articles Supplementary, will be duly and validly issued and fully paid and non-assessable and free of preemptive rights and similar rights;

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(g) the capital stock of the Company, including the Shares, conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus, and the certificates for the Shares and the shares of Common Stock issuable upon conversion of the Shares are in due and proper form and the holders of the Shares and the shares of Common Stock issuable upon conversion of the Shares will not be subject to personal liability solely by reason of being such holders;

(h) this Agreement has been duly authorized, executed and delivered by the Company;

(i) neither the Company nor any of the Significant Subsidiaries is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time or both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (i) its respective charter or bylaws, or other organizational documents, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or (ii) any license, lease, contract or other agreement or instrument to which the Company or any of the Significant Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, or (iii) any federal, state or, to the Company’s knowledge, local regulation or rule, or the rules and regulations of the New York Stock Exchange, or any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except, in the case of clauses (ii) and (iii), for breaches, violations, defaults and events that would not, individually or in the aggregate, have a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Articles Supplementary, the issuance and sale of the Shares and the consummation of the transactions contemplated hereby will neither (A) conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) the charter or bylaws, or other organizational documents, of the Company or any of the Subsidiaries, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, or any federal, state or, to the Company’s knowledge, local law, regulation or rule, or the rules and regulations of the New York Stock Exchange, or any decree, judgment or order applicable to the Company or any of the Subsidiaries; nor (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any of the properties (real and personal (including, without limitation, mortgage loans and unsecured loans)) described in the Registration Statement or Prospectus as being owned by the Company or any of the Subsidiaries (the “Properties” and, such of the Properties that are real property, the “Real

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Properties”), except, in the case of clause (B), for liens, charges, claims and encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect;

(j) no approval, authorization, consent or order of or filing with any federal, state or, to the Company’s knowledge, local governmental or regulatory commission, board, body, authority or agency, or of or with the New York Stock Exchange, or approval of the stockholders of the Company, is required in connection with the issuance and sale of the Shares, the issuance of Common Stock upon conversion of the Shares or the consummation by the Company of the transactions contemplated hereby other than registration of the Shares and the Common Stock issuable upon conversion of the Shares under the Act, which has been effected, any necessary qualification under the securities or blue sky laws of the various jurisdictions (including foreign jurisdictions) in which the Shares are being offered by the Underwriters or under the rules and regulations of the NASD and the approval of the Shares and the shares of Common Stock issuable upon conversion of the Shares for listing on the New York Stock Exchange;

(k) no person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Shares, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise; no person has the right, contractual or otherwise, to cause the Company to register under the Act any shares of Common Stock or shares of any other capital stock of or other equity interests in the Company;

(l) each of the Company and the Significant Subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary licenses, authorizations, consents and approvals from other persons, in order to acquire and own, lease or sublease, lease to others and conduct its respective business as described in the Registration Statement or Prospectus, except where the failure to have or obtain such licenses, authorizations, consents and approvals and to make such filings would not, individually or in the aggregate, have a Material Adverse Effect; neither the Company nor any of the Subsidiaries is in violation of, or in default under, or has received notice of any proceedings relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of the Subsidiaries, except where such violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect;

(m) there are no contracts or documents which are required to be filed as exhibits to the Registration Statement or any incorporated Documents which have not been so filed as required;

(n) except as disclosed in the Registration Statement and Prospectus, there are no actions, suits, claims, investigations or proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of the Subsidiaries, is or would be a party, or of which any of the respective properties or assets of the Company and the

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Subsidiaries, or any Property, is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, except any such action, suit, claim, investigation or proceeding which should not have a reasonable possibility of resulting in a judgment, decree or order having, individually or in the aggregate, a Material Adverse Effect;

(o) Ernst & Young LLP, whose report on the consolidated financial statements of the Company and the Subsidiaries is incorporated by reference in the Registration Statement and the Prospectus, are independent public accountants as required by the Act;

(p) the financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related notes and schedules, present fairly the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company and the Subsidiaries for the periods specified and have been prepared in compliance with the requirements of the Act and Exchange Act and in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved; any pro forma financial statements or data included or incorporated by reference in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data set forth or incorporated by reference in the Registration Statement and the Prospectus are accurately presented and prepared on a basis consistent with the financial statements and books and records of the Company; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement and the Prospectus; and all disclosures contained in the Registration Statement or the Prospectus, including the documents incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable;

(q) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been (i) any material adverse change in the business, financial condition, results of operations or prospects of the Company and the Subsidiaries taken as a whole, (ii) any transaction, other than in the ordinary course, which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any change in the capital stock or outstanding indebtedness of the Company or any Subsidiaries or (v) except for regular quarterly

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dividends on the Common Stock or the Company’s outstanding preferred stock, any dividend or distribution of any kind declared, paid or made on the capital stock of the Company;

(r) the Company has obtained for the benefit of the Underwriters the agreement (a “Lock-Up Agreement”), in the form set forth as Exhibit A hereto, of each of its officers and certain of its directors;

(s) neither the Company nor any Significant Subsidiary is and, after giving effect to the offering and sale of the Shares, neither of them will be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(t) the Company and the Subsidiaries have good title to the Properties, and, in the case of Real Property, free and clear of all liens, claims, mortgages, deeds of trust, restrictions, security interests and other encumbrances or defects (“Property Encumbrances”), except as disclosed in the Registration Statement and Prospectus and except for (x) the leasehold interests of lessees in the Real Property of the Company and the Subsidiaries held under lease (the “Leases”) and (y) any other Property Encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on such Property; and all Property Encumbrances on or affecting the Properties which are required to be disclosed in the Prospectus or Registration Statement are disclosed therein as required;

(u) each of the Leases pertaining to the Real Properties has been duly authorized by the Company or a Subsidiary, as applicable, and is a valid, subsisting and enforceable agreement of the Company or such Subsidiary, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles;

(v) to the Company’s knowledge, the Company and its properties, are in compliance with, and hold all permits, authorizations and approvals required under, Environmental Laws (as defined below), except to the extent that failure to so comply or to hold such permits, authorizations or approvals would not, individually or in the aggregate, have a Material Adverse Effect; (as used herein, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law);

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(w) neither the Company nor any of the Subsidiaries has sustained since the date of the last audited financial statements incorporated by reference in the Registration Statement and the Prospectus any material loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance;

(x) the Company, and each of the Significant Subsidiaries, maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded book value for assets is compared with the fair market value of such assets at reasonable intervals and appropriate action is taken with respect to any differences;

(y) the Company is in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder;

(z) except pursuant to this Agreement, neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or by the Prospectus;

(aa) at all times since December 31, 1985, the Company has met, currently meets, and as of the time of purchase or additional time of purchase, as the case may be, will meet, the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986 (the “Code”); the Company intends to continue to meet such requirements unless the Company’s board of directors in good faith determines by resolution that it is in the best interests of the Company’s stockholders not to meet such requirements;

(bb) neither the Company nor any of the Subsidiaries nor any of their respective directors or officers has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; and

In addition, the certificate set forth in Exhibit E hereto, when signed by officers of the Company and delivered to the Underwriters or counsel for the Underwriters, shall be deemed to be a representation and warranty by the Company or Subsidiary, as the case may be, as to matters covered thereby, to each Underwriter.

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4. Certain Covenants of the Company. The Company hereby agrees:

(a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares and the shares of Common Stock into which the Shares are convertible for offering and sale under the securities or blue sky laws of such states or other jurisdictions as you may designate and to maintain such qualifications in effect so long as you may request for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and to promptly advise you of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares or the shares of Common Stock into which the Shares are convertible for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(b) at the Company’s expense, to make available to the Underwriters in New York City, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to the Underwriters, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Underwriters may request for the purposes contemplated by the Act; provided, however, that, without relieving the Company of the obligation to so make available and furnish such copies, the Company shall not be required to pay the costs and expenses thereof after the expiration of nine months after the date of this Agreement;

(c) in case any Underwriter is required to deliver, in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Rule 415(a)(3) under the Act or Item 512(a) of Regulation S-K under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Rule 415(a)(3) under the Act or Item 512(a) of Regulation S-K under the Act, as the case may be; provided, however, that, without relieving the Company of the obligation to so prepare such amendment or amendments, the Company shall not be required to pay the costs and expenses thereof after the expiration of nine months after the date of this Agreement;

(d) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or any post-effective amendment thereto to be declared effective before the Shares maybe sold, the Company will use its reasonable commercial efforts to cause the Registration Statement or such post-effective amendment to become effective as soon as possible, and the Company will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when the Registration Statement and any such post-effective amendment thereto has become effective, and (ii) if Rule 430A under the Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Act (which the Company agrees to file in a timely manner in accordance with such Rules);

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(e) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order, suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting or removal of such order as soon as possible; provided, however, that, without relieving the Company of the obligation to so advise, confirm and use its reasonable best efforts, the Company shall not be required to pay the costs and expenses thereof after the expiration of nine months after the date of this Agreement; to advise you promptly of any proposal to amend or supplement the Registration Statement or the Prospectus, including by filing any documents that would be incorporated therein by reference, and to provide you and Underwriters’ counsel copies of any such documents a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which you shall reasonably object in writing;

(f) to file promptly all reports and any preliminary or definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and to provide you with a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period, and to promptly notify you of such filing;

(g) to advise the Underwriters promptly of the happening of any event within the time during which a prospectus relating to the Shares is required to be delivered under the Act which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, subject to Section 4(e) hereof, to prepare and furnish, at the Company’s expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; provided, however, that, without relieving the Company of the obligation to so prepare and furnish such amendments or supplements, the Company shall not be required to pay the costs and expenses thereof after the expiration of nine months after the date of this Agreement;

(h) to make generally available to its security holders, and to deliver to you, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act and which may be unaudited) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such twelve-month period but in any case not later than, March 1, 2005;

(i) to furnish to you five copies of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters;

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(j) to apply the net proceeds from the sale of the Shares in the manner set forth under the caption “Use of proceeds” in the Prospectus;

(k) to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, each Pre-Pricing Prospectus, each Prospectus Supplement, the Prospectus and, except as otherwise provided in this Section 4, any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares and the shares of Common Stock issuable upon conversion of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Shares or the shares of Common Stock issuable upon conversion of the Shares on any securities exchange or qualification of the Shares or the shares of Common Stock issuable upon conversion of the Shares for quotation on the NASDAQ and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by the NASD, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to NASD matters, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder;

(l) not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Stock, Preferred Stock or securities convertible into or exchangeable or exercisable for Common Stock or Preferred Stock or warrants or other rights to purchase Common Stock or Preferred Stock or any other securities of the Company that are substantially similar to Common Stock or Preferred Stock, or file or cause to be declared effective a registration statement under the Act relating to the offer

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and sale of any shares of Common Stock, Preferred Stock or securities convertible into or exercisable or exchangeable for Common Stock or Preferred Stock or warrants or other rights to purchase Common Stock or Preferred Stock or any other securities of the Company that are substantially similar to Common Stock or Preferred Stock for a period of 90 days after the date hereof (the “Lock-Up Period”), without the prior written consent of the Representative, except for (i) the registration of the Shares and the shares of Common Stock issuable upon conversion of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement and the Prospectus, (iii) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement and the Prospectus and (iv) the issuance of Common Stock pursuant to the Company’s dividend reinvestment and stock purchase plan as described in the Registration Statement and Prospectus;

(m) to use its best efforts to continue to qualify as a REIT under Sections 856 through 860 of the Code, unless the Company’s board of directors in good faith determines by resolution that it is in the best interests of the Company’s stockholders not to so qualify; and

(n) to use its reasonable best efforts to cause the Shares and the shares of Common Stock issuable upon conversion of the Shares to be listed on the New York Stock Exchange and to maintain such listing.

5. Reimbursement of Underwriters’ Expenses. If the Shares are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(k) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel; provided, however, that the Company shall not be obligated to so reimburse the Underwriters if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

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6. Conditions of Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of O’Melveny & Myers LLP, counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each of the other Underwriters, and in form and substance reasonably satisfactory to Sidley Austin Brown & Wood LLP, counsel for the Underwriters, in the form set forth in Exhibit B hereto.

(b) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Venable LLP, Maryland counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each of the other Underwriters, and in form and substance reasonably satisfactory to Sidley Austin Brown & Wood LLP, counsel for the Underwriters, in the form set forth in Exhibit C hereto.

(c) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Cordray & Tomlin, P.C., Texas counsel for the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each of the other Underwriters, and in form and substance reasonably satisfactory to Sidley Austin Brown & Wood LLP, counsel for the Underwriters, in the form set forth in Exhibit D hereto.

(d) You shall have received from Ernst & Young LLP letters dated, respectively, the date of this Agreement, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Underwriters (with executed copies for each of the Underwriters) in the forms approved by the Representative.

(e) You shall have received at the time of purchase and, if applicable, at the additional time of purchase, the favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated the time of purchase or the additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representative.

(f) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which you object in writing.

(g) The Registration Statement shall have become effective, and the Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement, and any registration statement pursuant to Rule 462(b) under the Act required in connection with the offering and sale of the Shares shall have been filed and become effective no later than 10:00 P.M., New York City time, on the date of this Agreement.

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(h) Prior to the time of purchase, and, if applicable, the additional time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus and all amendments or supplements thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(i) Between the time of execution of this Agreement and the time of purchase or the additional time of purchase, as the case may be, (A) no material adverse change in the business, financial condition, results of operations or prospects of the Company and the Subsidiaries taken as a whole shall occur or become known and (B) no transaction which is material and adverse to the Company and the Subsidiaries taken as a whole has been entered into by the Company or any of the Subsidiaries.

(j) The Company will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of its Chief Executive Officer and its Chief Financial Officer, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit E hereto.

(k) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(r) hereof, and each such Lock-Up Agreement shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be.

(l) The Company shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement and the Prospectus as of the time of purchase and, if applicable, the additional time of purchase, as you may reasonably request.

7. Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representative or any group of Underwriters (which may include the Representative) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement and the Prospectus, there has been any material adverse change in the business, financial condition, results of operations or prospects of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representative or in the judgment of such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (y) since the time of execution of this Agreement, there shall have occurred: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock

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Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representative or in the judgment of such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act.

If the Representative, or any group of Underwriters, elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing.

If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

8. Increase in Underwriters’ Commitments. Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Shares to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the number of Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total number of Firm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the number of Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number of Firm Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A.

Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares

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hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval).

If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.

The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto.

If the aggregate number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

9. Indemnity and Contribution.

(a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Basic Prospectus, any Pre-Pricing Prospectus, any Prospectus Supplement or the Prospectus, as any of the foregoing may be amended or supplemented by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a

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material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein.

If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise, unless the Company was unaware of the Proceeding to which such notice would relate and the Company was materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have been advised by counsel that representation of such indemnified party or parties and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but, if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 90 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

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(b) Each Underwriter severally agrees to indemnify, defend and hold harmless the Company, its directors and officers, and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading.

If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against any Underwriter pursuant to the foregoing paragraph, the Company or such person shall promptly notify such Underwriter in writing of the institution of such Proceeding and such Underwriter shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify such Underwriter shall not relieve such Underwriter from any liability which such Underwriter may have to the Company or any such person or otherwise, unless such Underwriter was unaware of the Proceeding to which such notice would relate and such Underwriter was materially prejudiced by such omission. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by such Underwriter in connection with the defense of such Proceeding or such Underwriter shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have been advised by counsel that representation of such indemnified party or parties and such Underwriter by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case such Underwriter shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but such Underwriter may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Underwriter), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that such Underwriter shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). No Underwriter shall be liable for any settlement of any such Proceeding effected without the written consent of such Underwriter but, if settled with the written consent of such Underwriter,

22

such Underwriter agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 90 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

(c) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subsections (a) and (b) of this Section 9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Underwriters, bear to the aggregate public offering price of the Shares. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

(d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (c) above. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute

23

any amount in excess of the amount by which the total price at which the Shares underwritten by such Underwriter and distributed to the public were offered to the public exceeds the amount of any damage which such Underwriter has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective underwriting commitments and not joint.

(e) The indemnity and contribution agreements contained in this Section 9 and the covenants, warranties and representations of the Company contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. The Company and each Underwriter agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company’s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement or the Prospectus.

10. Information Furnished by the Underwriters. The statements set forth in the fourth, seventh, eighth and ninth paragraphs and in the third sentence of the thirteenth paragraph under the caption “Underwriting” in the Prospectus, only insofar as such statements relate to electronic delivery of prospectuses or to the amount of selling concession and reallowance or to over-allotment, stabilization and market making activities that may be undertaken by the Underwriters, constitute the only information furnished by or on behalf of the Underwriters as such information is referred to in Sections 3 and 9 hereof.

11. Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram or facsimile and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to J.P. Morgan Securities Inc., 277 Park Avenue, New York, NY 10172 (fax: 212.622.8358), Attention: Syndicate Desk and, if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 610 Newport Center Drive, Suite 1150, Newport Beach, California 92660-6429 Attention: Douglas M. Pasquale, President and Chief Executive Officer.

12. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

13. Submission to Jurisdiction. All Claims may be commenced, prosecuted or continued in the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall

24

have non-exclusive jurisdiction over the adjudication of such matters, and the Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

14. Parties at Interest. The Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Company and to the extent provided in Section 9 hereof the controlling persons, partners, directors and officers referred to in such Section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this Agreement.

15. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

16. Successors and Assigns. This Agreement shall be binding upon the Underwriters and the Company and their successors and assigns and any successor or assign of any substantial portion of the Company’s and any of the Underwriters’ respective businesses and/or assets.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

25

If the foregoing correctly sets forth the understanding between the Company and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Company and the Underwriters, severally.

Very truly yours,
NATIONWIDE HEALTH PROPERTIES, INC.
By:	/s/ Mark L. Desmond
Name:	Mark L. Desmond
Title:	Senior Vice President and Chief Financial Officer

Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A
J.P. MORGAN SECURITIES INC.
By:	/s/ Santosh Sreenivasan
Name:	Santosh Sreenivasan
Title:	Vice President

26

SCHEDULE A

Underwriter	Number of Firm Shares
J.P. Morgan Securities Inc.	700,000
Banc of America Securities LLC	100,000
Citigroup Global Markets Inc.	100,000
Wachovia Capital Markets, LLC	100,000
Total	1,000,000

EXHIBIT A

Lock-Up Agreement

June • , 2004

J.P. Morgan Securities Inc.

277 Park Avenue

New York, New York 10172

    As Representative of the several Underwriters

Ladies and Gentlemen:

This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Nationwide Health Properties, Inc. a Maryland corporation (the “Company”), and you, as Representative of the several Underwriters named therein, with respect to the public offering (the “Offering”) of a series of preferred stock, par value $1.00 per share (the “Preferred Stock”), of the Company designated as     % Series B Cumulative Convertible Preferred Stock (liquidation preference $100 per share) (the “Convertible Preferred Stock”).

In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on the date that is 90 days after the date of the final prospectus supplement relating to the Offering, the undersigned will not, without the prior written consent of J.P. Morgan Securities Inc. and UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Preferred Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Preferred Stock or Common Stock, or warrants or other rights to purchase Preferred Stock or Common Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Preferred Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Preferred Stock or Common Stock, or warrants or other rights to purchase Preferred Stock or Common Stock, whether any such transaction is to be settled by delivery of Preferred Stock, Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of or sale to the Underwriters (as defined in the Underwriting Agreement) of the Convertible Preferred Stock and the Common Stock issuable upon conversion of the Convertible Preferred Stock pursuant to the Offering and the Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement or (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement.

A-1-1

In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of J.P. Morgan Securities Inc., make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock.

* * *

If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.

Yours very truly,

Name:

A-1-2

EXHIBIT B

OPINION OF O’MELVENY & MYERS LLP

July 2, 2004

J.P. Morgan Securities Inc.

277 Park Avenue

New York, New York 10172

    As Representative of the several Underwriters

Ladies and Gentlemen:

We have acted as counsel to Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of 1,000,000 shares (the “Firm Shares”) a series of preferred stock, par value $1.00 per share, of the Company designated as 7.75% Series B Cumulative Convertible Preferred Stock (liquidation preference $100 per share) (the “Convertible Preferred Stock”) to the several underwriters (the “Underwriters”) named in that certain Underwriting Agreement, dated June 28, 2004 (the “Agreement”), among the Underwriters and the Company. In addition, the Company has granted to the Underwriters pursuant to the Agreement an over-allotment option to purchase up to an additional 150,000 shares of Convertible Preferred Stock (the “Optional Shares,” and together with the Firm Shares, the “Shares”). The Shares will be convertible into shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company pursuant to the provisions of the Company’s Articles Supplementary establishing the designation, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Shares (the “Articles Supplementary”), filed with the State Department of Assessments and Taxation of the State of Maryland. We are providing this opinion to you pursuant to Section 6(a) of the Agreement. Except as otherwise indicated, capitalized terms used in this opinion and defined in the Agreement will have the meanings given to them in the Agreement.

In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. As to relevant factual matters, we have relied upon, among other things, the Company’s factual representations in the Company Certificate and the Company Tax Certificate and factual representations in certificates from Nationwide Health Properties Finance Corporation, a Delaware corporation (“NHPFC”), MLD Properties, Inc., a Delaware corporation (“MLD Inc.”), and MLD Properties, LLC, a Delaware limited liability company (“MLD LLC”), each dated as of July 2, 2004, copies of which have been delivered to you. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. This opinion specifically relies on such documents and certificates and assumes that the facts represented therein will not change in any material way so long as the Company seeks to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).

B-1

We have examined the registration statement on Form S-3 (Reg. No. 333-105806) filed by the Company with the Securities and Exchange Commission (the “Commission”) for purposes of registering securities in an aggregate offering price of up to $500,000,000 under the Securities Act of 1933, as amended (the “1933 Act”), Amendment Nos. 1, 2 and 3 to such registration statement, the prospectus dated October 16, 2003, and the prospectus supplement dated June 28, 2004. The registration statement, as amended, and the prospectus (including the prospectus supplement), excluding the documents incorporated in them by reference, are herein referred to as the “Registration Statement” and the “Prospectus,” respectively. We have participated in conferences with your representatives and those of the Company, your counsel and Company’s independent accountants at which the contents of the Registration Statement and Prospectus were discussed. In addition, we also have examined the following reports (collectively, the “Incorporated Documents”):

(1) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March • , 2004;

[(2) the Company’s Current Report on Form 8-K filed on • • , 2004; and]

(3) the Company’s Quarterly Report on Form 10-Q for the first quarter ended March 31, 2004, filed on May • , 2004.

On the basis of such examination, our reliance upon the assumptions contained in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

(i) NHPFC has been duly incorporated and is validly existing in good standing under the laws of the State of Delaware, with corporate power to own its properties and assets and to carry on its business as described in the Registration Statement and the Prospectus.

(ii) MLD LLC is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware, with the power under the Delaware Limited Liability Company Act (the “Act”) and its certificate of formation and limited liability company agreement (the “LLC Agreement”) to own its properties and assets and to carry on its business as described in the Registration Statement and Prospectus.

(iii) The Company is duly qualified as a foreign corporation to do business in the states set forth on Schedule A hereto and is in good standing in each of such states. NHPFC is qualified as a foreign corporation to do business in the states set forth on Schedule B hereto and is in good standing in each of such states. MLD LLC is duly registered as a foreign limited liability company to transact intrastate business in the states set forth on Schedule B.

(iv) Based upon current law, including relevant statutes, regulations and judicial and administrative precedent (which is subject to change on a retroactive basis), and subject to all of the limitations, qualifications, conditions and factual assumptions set forth herein, the Company has met each of the requirements for qualification

B-2

as a REIT for each taxable year commencing with its taxable year ended December 31, 1999, and, if the Company operates subsequent to December 31, 2003 in the same manner as it has prior to such date, it will continue to so qualify, provided that the various requirements for qualification as a REIT are satisfied in those years, including, without limitation, the requirements relating to its income, assets, distributions, ownership and administration. However, we are unable to opine whether the Company will actually continue to qualify as a REIT after December 31, 2003, because such qualification will depend on future transactions and events that cannot be known at this time.

(v) The outstanding shares of the capital stock of the Company have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and nonassessable.

(vi) The outstanding shares of the capital stock of NHPFC have been duly authorized by all necessary corporate action on the part of such corporation, are validly issued, fully paid and nonassessable, and the number of shares set forth on Schedule C are owned of record by the Company. Based solely on a review of the stock record books of NHPFC, the completeness and accuracy of which has been certified to us by NHPFC, which certification we have, with your approval, relied upon without any investigation with respect to the truth and accuracy thereof, such stock record books do not reflect any outstanding warrants or options with respect to the capital stock of NHPFC.

(vii) The limited liability company interests in MLD LLC issued to MLD Inc. have been duly issued under and authorized by the LLC Agreement and are not subject to capital call by MLD LLC, except that a member may be liable for the return of a MLD LLC distribution under the circumstances as described in Section 18-607(b) of the Act. The outstanding shares of the capital stock of MLD Inc. have been duly authorized by all necessary corporate action on the part of such corporation, are validly issued, fully paid and nonassessable, and the number of shares set forth on Schedule D are owned of record by the Company.

(viii) The Registration Statement, on the date it was filed, appeared on its face to comply in all material respects with the requirements as to form for registration statements on Form S-3 under the 1933 Act and the related rules and regulations in effect at the date of filing, except that we express no opinion concerning the financial statements and other financial information contained or incorporated by reference therein. The Incorporated Documents, on the respective dates they were filed, appeared on their face to comply in all material respects with the requirements as to form for reports on Form 10-K, Form 10-Q, [and Form 8-K,] as the case may be, under the Exchange Act and the related rules and regulations in effect at the respective dates of their filing, except that we express no opinion concerning the financial statements and other financial information contained or incorporated by reference therein.

B-3

(ix) The Registration Statement has been declared effective under the 1933 Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or threatened by the Commission. The Prospectus has been filed with the Commission in the manner and within the time period required by Rule 424(b) promulgated under the 1933 Act.

(x) No order, consent, permit or approval of any California or federal governmental authority is required on the part of the Company for the execution and delivery of the Agreement or the Articles Supplementary or for the issuance and sale of the Shares or the shares of Common Stock issuable upon conversion of the Shares, except such as have been obtained under the 1933 Act and such as may be required under applicable Blue Sky or state securities laws.

(xi) The execution and delivery by the Company of the Agreement and the Articles Supplementary do not, and the Company’s performance of its obligations under the Agreement and the Articles Supplementary will not, (i) violate the organizational documents of the NHPFC or MLD LLC, (ii) violate, breach, or result in a default under, any existing obligation of or restriction on the Company or any of its subsidiaries under any agreement which has been filed as an exhibit to the Registration Statement or to any of the Incorporated Documents (the “Filed Agreements”) or (iii) breach or otherwise violate any existing obligation of or restriction on the Company under any order, judgment or decree of any California, New York or federal court or governmental authority binding on the Company and identified to us in the Company Certificate. If a Filed Agreement is governed by the laws of a jurisdiction other than California, we have assumed such Filed Agreement is governed by the laws of the State of California. We express no opinion, however, as to the effect of the Company’s performance of its obligations in the Agreement and the Articles Supplementary on the Company’s compliance with financial covenants in any of the Filed Agreements.

(xii) The execution and delivery by the Company of the Agreement and the Articles Supplementary do not, and the Company’s performance of its obligations under the Agreement will not, violate any current California, New York or federal statute, rule or regulation that we have, in the exercise of customary professional diligence, recognized as applicable to the Company or to transactions of the type contemplated by the Agreement except that, we express no opinion regarding any federal securities laws, or Blue Sky or state securities laws or Section 9 of the Agreement except as otherwise expressly stated herein.

(xiii) We do not know of any contract or other document of a character required to be described or referred to in the Registration Statement or to be filed or incorporated by reference as an exhibit to the Registration Statement or the Incorporated Documents which is not described or referred to therein or filed or incorporated by reference as an exhibit thereto.

B-4

(xiv) To the best of our knowledge, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Registration Statement, other than those disclosed therein.

(xv) The Company is not, and after receipt of payment for the Shares and application of the proceeds therefrom as described in the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xvi) The statements in the Prospectus under the caption “Certain US federal income tax considerations,” to the extent that they constitute matters of law, summaries of legal matters or documents, or legal conclusions, have been reviewed by us and are correct in all material respects.

We have participated in conferences in connection with the preparation of the Registration Statement and the Prospectus. We have also reviewed the Registration Statement, the documents incorporated by reference therein on the effective date of the Registration Statement, the Prospectus and the Incorporated Documents, but have not independently verified the accuracy, completeness or fairness of the statements contained or incorporated in those documents (except as otherwise specifically stated in paragraph (xvi) above). The limitations inherent in such participation and review, and in the knowledge available to us, are such that we are unable to assume, and we do not assume, any responsibility for such accuracy, completeness or fairness (except as otherwise specifically stated in paragraph (xvi) above). However, on the basis of such participation and review, we do not believe that the Registration Statement and the documents incorporated therein on the effective date of the Registration Statement, considered as a whole as of the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and we do not believe that the Prospectus and the Incorporated Documents, considered as a whole on the date of the Prospectus and on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. However, we express no opinion or belief as to any document filed by the Company under the Exchange Act, whether before or after the effective date of the Registration Statement, except to the extent that any such document is a document incorporated by reference in the Registration Statement as of its effective date read together with the Registration Statement and considered as a whole or is an Incorporated Document read together with the Prospectus and considered as a whole, nor do we express any opinion or belief as to the financial statements and other financial information contained or incorporated by reference in the Registration Statement, the documents incorporated therein on the effective date of the Registration Statement, the Prospectus or the Incorporated Documents.

Our use of the term “to our knowledge,” or similar phrases to qualify a statement in this opinion means that those attorneys in this firm who have given substantive attention to the representation of the Company since January 1, 2003 do not have current actual knowledge that the statement is inaccurate. Such terms do not include any knowledge of other attorneys within our firm (regardless of whether they have represented or are representing the Company in connection with any other matter) or any constructive or imputed notice of any matters or items

B-5

of information (except that, with respect to our statement concerning pending or threatened litigation, it includes the actual present knowledge of other attorneys in the firm as to matters to which they have given substantive attention as counsel for the Company in the form of legal consultation, and where appropriate, legal representation.). Except as otherwise expressly indicated, we have not undertaken any independent investigation to determine the accuracy of the statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company in connection with this opinion letter or in other matters.

The law covered by this opinion is limited to the present federal law of the United States, the present law of the States of California and New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

This opinion is furnished by us as counsel for the Company and may be relied upon by you only in connection with the Agreement and the transactions contemplated thereby. It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.

Respectfully submitted,

O’MELVENY & MYERS LLP

B-6

Schedule A

JURISDICTIONS OF FOREIGN QUALIFICATION FOR THE COMPANY

Arizona

California

Colorado

Connecticut

Delaware

Florida

Georgia

Idaho

Illinois

Iowa

Kansas

Kentucky

Louisiana

Massachusetts

Michigan

Minnesota

Missouri

Nevada

New Jersey

North Carolina

Ohio

Oklahoma

Oregon

Rhode Island

South Dakota

Tennessee

Virginia

Washington

West Virginia

Wisconsin

Schedule B

JURISDICTIONS OF FOREIGN QUALIFICATION FOR NHPFC AND MLD LLC

Nationwide Health Properties Finance Corporation

California

Florida

Maryland

North Carolina

Virginia

Wisconsin

MLD Properties, LLC

Arkansas

Louisiana

North Carolina

Schedule C

NHPFC COMMON STOCK

Nationwide Health Properties Finance Corporation

1,000 shares of common stock

Schedule D

MLD INC. COMMON STOCK

MLD Properties, Inc.

3,000 shares of common stock

EXHIBIT C

OPINION OF VENABLE LLP

July 2, 2004

J.P. Morgan Securities Inc.

277 Park Avenue

New York, New York 10172

As Representative of the several Underwriters

Ladies and Gentlemen:

We have acted as special Maryland counsel to Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale of up to 1,150,000 shares (the “Shares”) of a series of preferred stock, par value $1.00 per share, of the Company designated as 7.75% Cumulative Convertible Preferred Stock (liquidation preference $100 per share) (the “Convertible Preferred Stock”), including up to 150,000 shares of Convertible Preferred Stock which may be issued to cover over-allotments, pursuant to an Underwriting Agreement dated June 28, 2004 (the “Agreement”) among the Company and J.P. Morgan Securities Inc., as Representative of the several Underwriters named therein (collectively, the “Underwriters”). The Shares will be convertible into shares of common stock, par value $0.10 per share (the “Common Stock Shares”), of the Company pursuant to the provisions of the Company’s Articles Supplementary establishing the designation, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Shares filed with the Maryland State Department of Assessments and Taxation (“SDAT”) (the “Articles Supplementary”). Capitalized terms used in this opinion, unless otherwise defined herein, have the meanings specified in the Agreement.

We have examined the Company’s Charter, including the Articles Supplementary, and Bylaws. We have also examined the Agreement, the Registration Statement on Form S-3 (Securities Act Registration No. 333-105806) (the “Registration Statement”), in the form filed with the Securities and Exchange Commission including a prospectus for the offering of debt securities, preferred stock, common stock and securities warrants (the “Base Prospectus”), and the prospectus supplement relating to the offering of the Shares under the Securities Act of 1933, as amended (together with the Base Prospectus, the “Prospectus”). We have examined and relied upon a certificate of the SDAT to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland, in good standing, and duly authorized to transact business in the State of Maryland. We have further examined and relied upon a certificate of an officer of the Company (the “Company Certificate”) with respect to the Company’s Charter and Bylaws and certain actions taken by its Board of Directors, among other matters addressed in the Company Certificate.

We have assumed, without independent investigation, the genuineness of signatures, the authenticity of all documents submitted to us as originals, and the conformity of copies to the originals. Except as otherwise indicated herein, we have not undertaken any independent investigation of factual matters.

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We have further assumed for the purpose of this opinion that the number of Common Stock Shares issuable upon conversion of any of the Shares will not exceed the number of authorized and unissued Common Stock Shares of the Company at the time of conversion.

Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:

(1) The Company has been duly incorporated, and is validly existing in good standing under the laws of the State of Maryland, with corporate power to own its own properties and assets and to carry on its business as described in the Registration Statement and the Prospectus, to enter into the Agreement, and to perform its obligations under the Agreement and the Articles Supplementary.

(2) The execution, delivery and performance of the Agreement have been duly authorized by all necessary corporate action on the part of the Company, and the Agreement has been duly executed and delivered by the Company. The Articles Supplementary have been duly authorized by all necessary corporate action on the part of the Company and filed for record with SDAT.

(3) The Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Shares in accordance with the Agreement, will be validly issued, fully paid and non-assessable and free of any preemptive right under the Company’s Charter and Bylaws and the laws of the State of Maryland. The Common Stock Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon their issuance and delivery on conversion of the Shares pursuant to the Articles Supplementary, will be validly issued, fully paid and non-assessable and free of any preemptive right under the Company’s Charter and Bylaws and the laws of the State of Maryland.

(4) The Company has an authorized capital stock as set forth in the Registration Statement and the Prospectus. Holders of the capital stock of the Company are not entitled to any preemptive right or similar right to subscribe to any additional shares of the Company’s capital stock under the Company’s Charter, or Bylaws or the Maryland General Corporation Law. The forms of certificates for the Shares and the Common Stock Shares conform to the requirements of the Maryland General Corporation Law. No personal liability for the debts of the Company will be imposed on any holder of the Shares or Common Stock Shares under the laws of the State of Maryland solely as a result of ownership of such Shares or Common Stock Shares.

(5) The statements in the Prospectus under the caption “Description of Common Stock,” “Description of Convertible Preferred Stock,” “Risk factors—Our charter and bylaws contain provisions that may delay, defer or prevent a change in control or other transactions that could provide stockholders with the opportunity to realize a premium over the then-prevailing market price for our common stock,” “Risk factors – If you hold Convertible Preferred Stock,

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you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock,” “Risk factors – We may issue additional securities and thereby materially and adversely affect the price of our common stock and our convertible preferred stock,” and “Risk factors – Our charter and bylaws and Maryland law may deter takeovers,” insofar as they summarize provisions of the Company’s Charter and Bylaws or the Maryland General Corporation Law are fair and accurate summaries of such provisions in all material respects.

(6) No order, consent, permit or approval of any Maryland governmental authority that we have, in the exercise of customary professional due diligence, recognized as applicable to the Company or to transactions of the type contemplated by the Agreement or the Articles Supplementary, is required on the part of the Company for the execution and delivery of the Agreement and the filing of the Articles Supplementary at SDAT, or for the issuance and sale of the Shares or the Common Stock Shares issuable upon conversion of the Shares, or for the consummation by the Company of the transactions contemplated by the Agreement or the Articles Supplementary, except for the acceptance of the Articles Supplementary for record by SDAT, which has occurred, and such as may be required under applicable Blue Sky or state securities laws.

(7) The execution and delivery by the Company of the Agreement does not, and the Company’s performance of its obligations under the Agreement and the Articles Supplementary will not, (i) violate the Company’s Charter or Bylaws or (ii) breach or otherwise violate any existing obligation of or restriction on the Company under any order, judgment or decree of any Maryland governmental authority binding on the Company and identified to us in the Company Certificate.

(8) The execution and delivery by the Company of the Agreement does not, and the Company’s performance of its obligations under the Agreement and the Articles Supplementary will not, violate the current Maryland General Corporation Law or any current Maryland statute, rule or regulation that we have, in the exercise of customary professional diligence, recognized as applicable to the Company or to transactions of the type contemplated by the Agreement and the Articles Supplementary except that, we express no opinion regarding any federal securities laws, or Blue Sky or state securities laws or Section 9 of the Agreement.

The foregoing opinion is limited to the laws of Maryland governing the matters set forth above. It does not extend to securities or “Blue Sky” laws of Maryland or to federal securities laws or to other laws. We note that the Agreement purports to be governed by the laws of New York. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

This opinion is given as of the date hereof, and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise or change after the date of this opinion and come to our attention, or any future changes in laws.

This opinion is intended for the benefit of the Underwriters in connection with transactions contemplated by the Agreement. O’Melveny & Myers LLP and Sidley Austin

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Brown & Wood LLP may rely upon our foregoing opinion in rendering their respective opinions to the Underwriters as required by the terms of the Agreement. This opinion may not be relied upon by any other person or for any other purpose without our prior written consent.

Very truly yours,

VENABLE LLP

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EXHIBIT D

OPINION OF CORDRAY & TOMLIN, P.C.

July 2, 2004

J.P. Morgan Securities Inc.

277 Park Avenue

New York, New York 10172

As Representative of the several Underwriters

Ladies and Gentlemen:

We have acted as special Texas counsel to Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of 1,000,000 (the “Shares”) of a series of preferred stock, par value $1.00 per share, of the Company designated as 7.75% Cumulative Convertible Preferred Stock (liquidation preference $100 per share) (the “Convertible Preferred Stock”) to the several underwriters (the “Underwriters”) named in that certain Underwriting Agreement, dated June 28, 2004 (the “Agreement”), among the Underwriters and the Company. In addition, the Company has granted to the Underwriters pursuant to the Agreement an over-allotment option to purchase up to an additional 150,000 shares of Convertible Preferred Stock. Capitalized terms used in this opinion, unless otherwise defined herein, have the meanings specified in the Agreement.

In our capacity as such special Texas counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate.

We have assumed, without independent investigation, the genuineness of signatures, the authenticity of all documents submitted to us as originals, and the conformity of copies to the originals.

Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:

(i) NH Texas Properties Limited Partnership, a Texas limited partnership (“NHTP”), is a limited partnership duly formed and validly existing in good standing under the laws of the State of Texas, with the power under the Texas Revised Limited Partnership Act (the “Act”) and NHTP’s certificate of limited partnership and limited partnership agreement (the “NHTP Partnership Agreement” and, together with the certificate of limited partnership, the “NHTP Organizational Documents”) to own its property and assets and carry on its business as described in the Registration Statement and Prospectus.

(ii) HN Texas Properties, L.P., a Texas limited partnership (“HNTP”), is a limited partnership duly formed and validly existing in good standing under the laws of the State of Texas, with the power under the Act and HNTP’s certificate of limited partnership and limited partnership agreement (the “HNTP Partnership

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Agreement” and, together with the certificate of limited partnership, the “HNTP Organizational Documents”) to own its property and assets and carry on its business as described in the Registration Statement and Prospectus.

(iii) The limited partnership interests in NHTP issued to MLD Texas Corporation and MLD Financial Capital Corporation have been duly issued under and authorized by the NHTP Partnership Agreement and are not subject to capital call by NHTP, except (a) as provided in Section 4.04 of the NHTP Partnership Agreement, and (b) that a limited partner may be liable for the amount of a NHTP distribution under the circumstances described in the NHTP Partnership Agreement and in the Act. The Company indirectly owns all of the outstanding interests of NHTP.

(iv) The limited partnership interests in HNTP issued to HNTP GP, LLC and MLD Financial Capital Corporation have been duly issued under and authorized by the HNTP Partnership Agreement and are not subject to capital call by HNTP, except (a) as provided in Section 4.04 of the HNTP Partnership Agreement, and (b) that a limited partner may be liable for the amount of a HNTP distribution under the circumstances described in the HNTP Partnership Agreement and in the Act. The Company indirectly owns all of the outstanding interests of HNTP.

(v) The execution and delivery by the Company of the Agreement do not, and the Company’s performance of its obligations under the Agreement will not, violate the NHTP Organizational Documents or the HNTP Organizational Documents.

The law covered by this opinion is limited to the present law of the State of Texas. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

We express no opinion whatsoever concerning the Agreement (except as set forth in paragraph (v) above), the Registration Statement, or the Prospectus. We express no opinion whatsoever concerning securities laws.

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This opinion is intended for the benefit of the Underwriters in connection with transactions contemplated by the Agreement. O’Melveny & Myers LLP and Sidley Austin Brown & Wood LLP may rely upon our foregoing opinion in rendering their respective opinions to the Underwriters as required by the terms of the Agreement. This opinion may not be relied upon by any other person or for any other purpose without our prior written consent. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in the laws.

Sincerely,

CORDRAY & TOMLIN, P.C.

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EXHIBIT E

OFFICERS’ CERTIFICATE

Each of the undersigned, Douglas M. Pasquale, President and Chief Executive Officer of Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), and Mark L. Desmond, Senior Vice President and Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(j) of that certain Underwriting Agreement dated June 28, 2004 (the “Underwriting Agreement”) between the Company and J.P. Morgan Securities Inc. on behalf of the several Underwriters named therein, that as of July 2, 2004:

1. He has reviewed the Registration Statement and the Prospectus.

2. The representations and warranties of the Company as set forth in the Underwriting Agreement are true and correct as of the date hereof and as if made on the date hereof.

3. The Company has performed all of its obligations under the Underwriting Agreement as are to be performed at or before the date hereof.

4. The conditions set forth in paragraphs (h) and (i) of Section 6 of the Underwriting Agreement have been met.

5. The financial statements and other financial information included or incorporated by reference in the Registration Statement or the Prospectus fairly present the financial condition, results of operations and cash flows of the Company and the Subsidiaries as of, and for, the periods therein presented.

Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands on this 2^nd day of July, 2004.

/s/ Douglas M. Pasquale
Name:	Douglas M. Pasquale
Title:	President and Chief Executive Officer
/s/ Mark L. Desmond
Name:	Mark L. Desmond
Title:	Senior Vice President and Chief Financial Officer

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EXHIBIT F

JURISDICTIONS OF FOREIGN QUALIFICATION FOR THE COMPANY

Arizona

California

Colorado

Connecticut

Delaware

Florida

Georgia

Idaho

Illinois

Iowa

Kansas

Kentucky

Louisiana

Massachusetts

Michigan

Minnesota

Missouri

Nevada

New Jersey

North Carolina

Ohio

Oklahoma

Oregon

Rhode Island

South Dakota

Tennessee

Virginia

Washington

West Virginia

Wisconsin

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EXHIBIT G

JURISIDCTIONS OF FOREIGN QUALIFICATION FOR SIGNIFICANT SUBSIDIARIES

Nationwide Health Properties Finance Corporation

California

Florida

Maryland

North Carolina

Virginia

Wisconsin

MLD Properties, LLC

Arkansas

Louisiana

North Carolina

NH Texas Properties Limited Partnership

None

HN Texas Properties, L.P.

None

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EXHIBIT H

SHARES OUTSTANDING OF SIGNIFICANT SUBSIDIARIES

Nationwide Health Properties Finance Corporation

Nationwide Health Properties, Inc. owns all 1,000 outstanding shares of the common stock of Nationwide Health Properties Finance Corporation. There are no other outstanding shares of capital stock of Nationwide Health Properties Finance Corporation

MLD Properties, LLC

MLD Properties, Inc. owns 100% of the percentage interest in MLD Properties, LLC, and Nationwide Health Properties, Inc. owns all 3,000 outstanding shares of common stock of MLD Properties, Inc. There are no other outstanding shares of capital stock of MLD Properties, Inc..

NH Texas Properties Limited Partnership

MLD Texas Corporation has a 1% general partnership interest, and MLD Financial Capital Corporation has a 99% limited partnership interest, in NH Texas Properties Limited Partnership.

HN Texas Properties, L.P.

HNTP GP, LLC has a 1% general partnership interest, and MLD Financial Capital Corporation has a 99% limited partnership interest, in HN Texas Properties, L.P.

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EXHIBIT I

SIGNIFICANT SUBSIDIARIES

Nationwide Health Properties Finance Corporation, a Delaware corporation

MLD Properties, LLC, a Delaware limited liability company

NH Texas Properties Limited Partnership, a Texas limited partnership

HN Texas Properties, L.P., a Texas limited partnership

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EX-3.1

Exhibit 3.1

NATIONWIDE HEALTH PROPERTIES, INC.

Articles Supplementary

NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation having its principal Maryland office in Baltimore, Maryland (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Amended and Restated Articles of Incorporation of the Corporation (the “Articles”), the Board of Directors has duly classified 1,150,000 shares of the Preferred Stock (par value $1.00 per share) of the Corporation as 7.75% Series B Cumulative Convertible Preferred Stock (par value $1.00 per share) of the Corporation (the “Convertible Preferred Stock”) and has provided for the issuance of such shares.

SECOND: The Convertible Preferred Stock classified hereby shall have the following preferences, conversion and other rights, voting powers, restrictions, limitation as to dividends, qualifications and terms and conditions of redemption and repurchase and shall be subject to all provisions of the Articles relating to the stock of the Corporation generally:

1. Designation and Amount; Ranking.

(a) The designation of the Convertible Preferred Stock described in Article FIRST hereof shall be “7.75% Series B Cumulative Convertible Preferred Stock (par value $1.00 per share).” The number of shares of Convertible Preferred Stock to be authorized shall be 1,150,000.

(b) The Convertible Preferred Stock will, with respect to both dividend rights and rights upon the liquidation, winding-up or dissolution of the Corporation, rank (i) senior to all Junior Stock, (ii) on a parity with the Series A Preferred Stock and all other Parity Stock and (iii) junior to all Senior Stock.

2. Definitions

As used in this Article SECOND, the following terms shall have the following meanings:

“Additional Premium” has the meaning set forth in Section 8(d).

“Adjustment Event” has the meaning set forth in Section 7(i)(x).

“Board of Directors” means the Board of Directors of the Corporation.

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

“Closing Sale Price” means, with respect to the Common Stock on any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask

prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by Nasdaq or by the National Quotation Bureau Incorporated; provided that, in the absence of such a quotation, the Corporation shall determine the Closing Sale Price on the basis it considers appropriate.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, par value $.10 per share, of the Corporation.

“Continuing Director” means a director of the Corporation who either was a member of the Board of Directors on June 28, 2004 or who becomes a member of the Board of Directors subsequent to that date and whose appointment or election or nomination for election by stockholders of the Corporation is duly approved by a majority of the continuing directors on the Board of Directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Corporation on behalf of the Board of Directors in which such individual is named as nominee for director.

“Conversion Price” means, as of any date, the liquidation preference of $100 per share of Convertible Preferred Stock divided by the Conversion Rate as of such date and rounded to the nearest cent. The Conversion Price shall initially be $22.74.

“Conversion Rate” has the meaning set forth in Section 7(h).

“Depositary” means, with respect to shares of Convertible Preferred Stock in book-entry form, the applicable depositary for the Convertible Preferred Stock which will initially be The Depository Trust Company.

“Determination Date” has the meaning set forth in Section 7(i)(x).

“Dividend Payment Date” has the meaning set forth in Section 3(a).

“Dividend Record Date” means the March 15, June 15, September 15 and December 15 next preceding the applicable Dividend Payment Date.

“Effective Date” has the meaning set forth in Section 8(d).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Time” has the meaning set forth in Section 7(i)(i)(5).

“Fundamental Change” means the occurrence at any time after the Issue Date that of any of the following:

(1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Corporation, its subsidiaries or its or their employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act

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disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common equity of the Corporation representing more than 50% of the voting power of the common equity of the Corporation entitled to vote generally in the election of directors;

(2) consummation of any share exchange, consolidation or merger of the Corporation or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, to any person other than the Corporation or one or more of its subsidiaries, pursuant to which the Common Stock will be converted into cash, securities or other property; provided, however, that a transaction where the holders of common equity of the Corporation immediately prior to such transaction have, directly or indirectly, more than 50% of the aggregate voting power of all classes of common equity of the continuing or surviving corporation or transferee entitled to vote generally in the election of directors immediately after such event shall not be a Fundamental Change;

(3) Continuing Directors cease to constitute at least a majority of the Board of Directors;

(4) the stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or

(5) the Common Stock or other common stock into which the Convertible Preferred Stock is convertible is neither listed for trading on a U.S. national securities exchange nor approved for trading on the Nasdaq National Market or another established automated over-the-counter trading market in the United States.

A Fundamental Change will not be deemed to have occurred in respect of any of the foregoing, however, if all of the consideration, excluding cash payments for fractional shares, in the transaction or transactions constituting the Fundamental Change consists of shares of capital stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change (“Publicly Traded Securities”) and as a result of such transaction or transactions the Convertible Preferred Stock becomes convertible into such Publicly Traded Securities, excluding cash payments for fractional shares. For purposes of the foregoing, the term “capital stock” of any person means any and all shares (including ordinary shares or American Depositary Shares), interests, participations, or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such person.

“Fundamental Change Repurchase Date” has the meaning specified in Section 8(a).

“Fundamental Change Repurchase Election” has the meaning specified in Section 8(c)(i).

“Fundamental Change Repurchase Notice” has the meaning specified in Section 8(b).

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“Fundamental Change Repurchase Price” has the meaning specified in Section 8(a).

“Issue Date” means July 2, 2004, the original date of issuance of the Convertible Preferred Stock.

“Junior Stock” means all classes of the Common Stock and each other class of capital stock or series of Preferred Stock established after the Issue Date, the terms of which expressly provide that such class or series ranks junior to the Convertible Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation.

“Liquidation Value Conversion” has the meaning set forth in Section 7(a).

“Make-Whole Premium” has the meaning set forth in Section 8(d).

“Market Price” means, with respect to any Fundamental Change Repurchase Date, the average of the Closing Sale Prices of the Common Stock for the twenty (20) consecutive Trading Days ending on the third Trading Day prior to the Fundamental Change Repurchase Date, appropriately adjusted to take into account the occurrence, during such twenty (20) Trading-Day period of any event described in Section 7(i); provided that in no event shall the Market Price be less than $0.01.

“Moody’s” means Moody’s Investor Service, Inc.

“Parity Stock” means the Series A Preferred Stock and any other series of Preferred Stock established after the Issue Date unless the terms of such series of Preferred Stock expressly provide that such class or series will rank other than on a parity with the Convertible Preferred Stock as to dividend rights or rights upon liquidation, winding-up or dissolution of the Corporation.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock Corporation, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

“Reference Dividend” has the meaning set forth in Section 7(i)(i)(4).

“REIT” means a Real Estate Investment Trust as defined by the Code.

“Senior Stock” means each class of capital stock or series of Preferred Stock established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank senior to the Convertible Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation.

“Series A Preferred Stock” means the series of Preferred Stock of the Corporation designated as the “7.677% Series A Cumulative Preferred Step-Up REIT Securities (par value $1.00 per share).”

“Standard and Poor’s” means Standard & Poor’s Ratings Services.

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“Stock Price” has the meaning set forth in Section 8(d).

“Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on Nasdaq or, the Common Stock is not quoted on Nasdaq, on the principal other market on which the Common Stock is then traded.

“Trading Price” means, on any date of determination, the Trading Price determined by the Corporation or the Calculation Agent equal to the closing sale price per share of Convertible Preferred Stock (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States securities exchange on which the Convertible Preferred Stock is traded or, if the Convertible Preferred Stock is not listed on a United States national or regional securities exchange, as reported by Nasdaq or by the National Quotation Bureau Incorporated. In the absence of such a quotation, the Trading Price will mean the average of the secondary market bid quotations obtained by the Corporation or the Calculation Agent for 5,000 shares of Convertible Preferred Stock at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers that the Corporation or the Calculation Agent selects; provided that if three such bids cannot reasonably be obtained by the Corporation or the Calculation Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Corporation or the Calculation Agent, that one bid shall be used. If the Corporation or the Calculation Agent cannot reasonably obtain at least one bid for 5,000 shares of Convertible Preferred Stock from a nationally recognized securities dealer, then the Trading Price per share of Convertible Preferred Stock will be deemed to be less than 98% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate.

“Transaction” has the meaning set forth in Section 7(j).

“Transfer Agent” shall mean The Bank of New York, a New York banking corporation, the Corporation’s duly appointed transfer agent and Registrar and Calculation, Conversion and Dividend Disbursing Agent for the Convertible Preferred Stock. The Corporation may, in its sole discretion, remove the Transfer Agent with 10 days’ prior notice to the Transfer Agent; provided, that the Corporation shall appoint a successor Transfer Agent who shall accept such appointment prior to the effectiveness or such removal.

3. Dividends and Distribution Provisions.

(a) Subject to the rights of series of Preferred Stock which may from time to time come into existence, holder of Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 7.75% of the liquidation preference per annum (equivalent to $7.75 per share per annum). Such dividends shall be cumulative from the Issue Date and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31(each, a “Dividend Payment Date”); provided that, if any Dividend Payment Date

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falls on a day that is not a Business Day, the related dividend will be paid on the next day that is a Business Day, with the same force and effect as if the dividend payment had been made on such Dividend Payment Date and without any interest or other payment with respect to the delay. The first Dividend Payment Date will be September 30, 2004. Dividends on the Convertible Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the records of the Corporation at the close of business on the applicable Dividend Record Date.

(b) Dividends on the Convertible Preferred Stock shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date, whether or not in any dividend period or periods the Corporation shall have funds legally available for payment of such dividends. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the Convertible Preferred Stock which may be in arrears. Holders of Convertible Preferred Stock will not be entitled to any dividends in excess of the full cumulative dividends as described above.

(c) Except if the Corporation determines it is necessary to maintain its status as a REIT, no dividend will be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Convertible Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid or declared and a sufficient sum set apart for the payment of such dividend, upon all outstanding shares of Convertible Preferred Stock.

(e) Except if the Corporation determines it is necessary to maintain its status as a REIT, no dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Corporation (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)) unless all accumulated and unpaid dividends have been or contemporaneously are declared and paid, or are declared and a sum sufficient for the payment thereof is set apart for such payment, on the Convertible Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Convertible Preferred Stock and any Parity Stock, dividends may be declared and paid on the Convertible Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Convertible Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of the Convertible Preferred Stock and such Parity Stock bear to each other. Holders of shares of the Convertible Preferred Stock will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends.

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(f) If the Corporation determines that it is necessary to maintain its status as a REIT, the Board of Directors may declare dividends on the Convertible Preferred Stock in shares of other classes and series of stock of the Corporation.

4. Liquidation Rights.

(a) In the event of the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, each holder of Convertible Preferred Stock will be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment or distribution is made to holders of Junior Stock (including Common Stock), a liquidation preference in the amount of $100 per share of the Convertible Preferred Stock, plus accumulated and unpaid dividends on the shares to the date fixed for liquidation, winding-up or dissolution. If, upon the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, the amounts payable with respect to the liquidation preference of the Convertible Preferred Stock and all Parity Stock are not paid in full, the holders of the Convertible Preferred Stock and the Parity Stock will share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference and accumulated and unpaid dividends to which they are entitled. After payment of the full amount of the liquidation preference and accumulated and unpaid dividends to which they are entitled, the holders of the Convertible Preferred Stock will have no right or claim to any of the remaining assets of the Corporation.

(b) Neither the sale of all or substantially all of the assets or business (other than in connection with the liquidation, winding-up or dissolution of the Corporation) of the Corporation, nor a merger or consolidation of the Corporation into or with any other Person, will be deemed to be a voluntary or involuntary liquidation, winding-up or dissolution of the Corporation.

5. Redemption.

(a) Subject to Section 5(d), the Corporation may not redeem the Convertible Preferred Stock prior to July 5, 2009. On and after July 5, 2009, the Corporation may, at its option upon not less than 30 nor more than 60 days’ written notice, redeem the Convertible Preferred Stock, in whole or in part, at any time or from time to time, for cash at the redemption prices specified below, plus accumulated and unpaid dividends to the date of redemption, for redemptions on and after each of the dates specified below:

Redemption on and after	Price
July 5, 2009	$103.875
July1, 2010	$103.100
July1, 2011	$102.325
July1, 2012	$101.550
July1, 2013	$100.775
July1, 2014	$100.000

The redemption price of the Convertible Preferred Stock (other than accumulated and unpaid dividends) is payable solely out of proceeds from the sale of other capital stock of the

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Corporation, which may include Common Stock, preferred stock, depositary shares, participation or other ownership interests in the Corporation, however designated, and any rights, warrants or options (excluding debt securities convertible into or exchangeable for capital stock of the Corporation) for the purchase of any thereof. Holders of shares of Convertible Preferred Stock to be redeemed shall surrender their shares at the place designated in the redemption notice provided pursuant to Section 5(b) and will be entitled to the redemption price and any accumulated and unpaid dividends payable upon redemption following surrender of the shares. If fewer than all of the outstanding shares of Convertible Preferred Stock are to be redeemed, the number of shares to be redeemed will be determined by the Corporation, and those shares may be redeemed pro rata from the holders of record of those shares in proportion to the number of those shares held by the holders (with adjustments to avoid redemption of fractional shares) or by lot in a manner determined by the Corporation.

(b) Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of record of the Convertible Preferred Stock at the address shown on the share transfer books of the Corporation. Each notice shall state: (i) the redemption date; (ii) the number of shares of Convertible Preferred Stock to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for shares of Convertible Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the Convertible Preferred Stock will cease to accumulate on such redemption date. If fewer than all shares of Convertible Preferred Stock are to be redeemed, the notice mailed to each such holder thereof shall also specify the number of shares of Convertible Preferred Stock to be redeemed from each such holder. If notice of redemption of any shares of Convertible Preferred Stock has been given and if the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders of shares of Convertible Preferred Stock so called for redemption, then from and after the redemption date, dividends will cease to accumulate on such shares of Convertible Preferred Stock, such shares of Convertible Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price.

(c) Holders of shares of Convertible Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividends payable with respect to such shares of Convertible Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption thereof between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided above, the Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of Convertible Preferred Stock which have been called for redemption.

(d) The Convertible Preferred Stock will not be subject to any sinking fund or mandatory redemption. However, in order to preserve the Corporation’s status as a REIT, the Convertible Preferred Stock may be subject to purchase by the Corporation, as provided in Article V of the Articles of this Corporation.

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6. Voting Rights.

(a) Except as indicated in this Section 6, or except as otherwise from time to time required by the laws of the State of Maryland, the holders of Convertible Preferred Stock will have no voting rights.

(b) If dividends on the Convertible Preferred Stock are in arrears and unpaid for six or more quarterly periods (whether or not consecutive), the holders of the Convertible Preferred Stock, voting as a single class with any other preferred stock having similar voting rights that are exercisable (including the Series A Preferred Stock), will be entitled at the next regular or special meeting of stockholders of the Corporation to elect two additional directors to the Board of Directors of the Corporation. Upon the election of any such additional directors, the number of directors that comprise the Board of Directors shall be increased by such number of additional directors. Such voting rights and the terms of the directors so elected will continue until such time as the dividend arrearage on the Convertible Preferred Stock has been paid in full. In order to implement more fully the provisions of this Section 6(b), the Corporation hereby elects to be subject to the provisions of Section 3-804(b) of the Maryland General Corporation Law, which provides, in effect here, that notwithstanding any provision in the Articles or in the Bylaws of the Corporation, the number of directors shall be fixed by the Board of Directors, which has done so for this purpose by the approval of the other terms of this Section 6(b).

(c) The approval of two-thirds of the outstanding shares of Convertible Preferred Stock, voting separately as a series, is required (i) in order to amend the Corporation’s Articles Supplementary or Articles of Incorporation to affect adversely the rights, preferences or voting power of the holders of shares of Convertible Preferred Stock, or (ii) for the authorization or issuance of any class of Senior Stock (or any security convertible into Senior Stock). However, the Corporation may create additional classes of Parity Stock and Junior Stock, increase the authorized number of shares of Parity Stock and Junior Stock and issue additional series of Parity Stock and Junior Stock without the consent of any holder of shares of Convertible Preferred Stock or Parity Stock. Any such issuance of Parity Stock or Junior Stock shall not be deemed to affect adversely the rights of the holders of the Convertible Preferred Stock. The separate votes of the holders of the outstanding shares of the Convertible Preferred Stock provided for in this Section (6)(c) will, in each case, be in addition to any required vote of the holders of other classes and series of the Corporation’s stock necessary to authorize the action in question.

(d) Except as provided above and as required by law, the holders of Convertible Preferred Stock are not entitled to vote on any merger or consolidation involving the Corporation, or a sale, lease or transfer of all or substantially all of the assets of the Corporation.

7. Conversion.

(a) Each holder of Convertible Preferred Stock shall have the right, at its option, to convert, subject to the terms and provisions of this Section 7, any or all of such holder’s shares of Convertible Preferred Stock into Common Stock on the terms set forth herein. In such case, the shares of Convertible Preferred Stock shall be converted into such whole number of fully paid and nonassessable shares of Common Stock as is equal to the product of the

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number of shares of Convertible Preferred Stock being so converted multiplied by the Conversion Rate in effect at the time of such conversion. The Convertible Preferred Stock shall be convertible only during the following periods upon the occurrence of one of the following events:

(i) during any calendar quarter commencing after September 30, 2004 and before June 30, 2029, if the Closing Sale Price of the Common Stock for at least twenty (20) Trading Days during the period of thirty (30) consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter is greater than or equal to 125% of the Conversion Price on such Trading Day and, at any time on or after June 30, 2029 if the Closing Sale Price of the Common Stock is greater than or equal to 125% of the Conversion Price;

(ii) in the event that the Corporation calls the Convertible Preferred Stock for redemption, at any time prior to the close of business on the second Business Day immediately preceding the redemption date; provided that only those shares of Convertible Preferred Stock that are called for redemption may be converted following such an event;

(iii) as provided in Section 7(b);

(iv) during the five (5) Business Day period immediately after any five (5) consecutive Trading Day period in which the Trading Price per share of Convertible Preferred Stock for each day of such five (5) day measurement period was less than 98% of the product of the average of the Closing Sale Prices of the Common Stock for each day during such five (5) day measurement period and the Conversion Rate, as determined following a request by a holder of Convertible Preferred Stock in accordance with the procedures described below; or

(v) upon the occurrence of certain reductions in credit ratings as follows:

(1) in the event that the Convertible Preferred Stock is assigned a credit rating by either Moody’s or Standard & Poor’s, when the long-term credit rating assigned to the Convertible Preferred Stock by either Moody’s or Standard & Poor’s is more than two levels below the credit rating initially assigned to the Convertible Preferred Stock; or

(2) if after either Moody’s or Standard & Poor’s has assigned the Convertible Preferred Stock a credit rating, such rating is discontinued, suspended or withdrawn by such rating agency.

Notwithstanding the foregoing, if, on the date of any conversion pursuant to Section 7(a)(iv) on or after June 30, 2029, the Closing Sale Price of the Common Stock on the Trading Day prior to the date of such conversion is greater than 100% but less than 125% of the Conversion Price, the holders of shares of Convertible Preferred Stock surrendered for conversion shall receive, in lieu of Common Stock based on the Conversion Rate, cash or Common Stock or a combination of cash and Common Stock, at the Corporation’s option, with a value equal to the liquidation preference of the shares of Convertible Preferred Stock to be

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converted plus accumulated and unpaid dividends, if any, to (but excluding) the Conversion Date (a “Liquidation Value Conversion”). Any Common Stock delivered upon a Liquidation Value Conversion will be valued at the average of the Closing Sale Price of the Common Stock for a five (5) Trading Day period starting the third Trading Day following the Conversion Date. If a holder of Convertible Preferred Stock surrenders its shares of Convertible Preferred Stock for a Liquidation Value Conversion, the Corporation shall notify such holder by the second Trading Day following the Conversion Date that it is a Liquidation Value Conversion and whether the Corporation will pay such holder all or a portion of such liquidation preference and accumulated and unpaid dividends, if any, in cash, Common Stock or a combination of cash and Common Stock, and in what percentage. The Corporation shall pay such holder any portion of such liquidation preference and accumulated and unpaid dividends, if any, to be paid in cash and deliver Common Stock with respect to any portion of such liquidation preference and dividends to be paid in Common Stock, no later than the third (3rd) Business Day following the determination of the average Closing Sale Price of the Common Stock.

The Corporation or its designated agent shall determine on a daily basis during the time period specified in clause (i) above whether the Convertible Preferred Stock shall be convertible as a result of the occurrence of an event specified in clause (i) above and, if the Convertible Preferred Stock shall be so convertible, the Corporation shall promptly deliver to the Conversion Agent written notice thereof. Whenever the Convertible Preferred Stock shall become convertible pursuant to this 7, the Corporation shall notify the holders of the event triggering such convertibility and the Corporation shall also publicly announce such information by publication on the Corporation’s web site or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice.

The Calculation Agent shall have no obligation to determine the Trading Price under this Section 7 unless the Corporation has requested in writing such a determination; and the Corporation shall have no obligation to make such request unless a holder provides it with reasonable evidence that the Trading Price per share of Convertible Preferred Stock would be less than 98% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate. If such evidence is provided, the Corporation shall instruct the Calculation Agent in writing to determine the Trading Price of the Convertible Preferred Stock beginning on the next Trading Day and on each successive Trading Day until, and only until, the Trading Price per share of Convertible Preferred Stock is greater than or equal to 98% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate.

(b) If:

(i) (A) the Corporation distributes to all holders of shares of the Common Stock any rights, warrants, options or other securities entitling them (for a period of not more than forty-five (45) days after the date of issuance thereof) to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days immediately preceding the declaration date of the distribution, or (B) the Corporation distributes to all holders of shares of Common Stock assets (including cash), debt securities or other property or rights to subscribe for or purchase securities of the Corporation (other

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than those described in clause (A) above), which distribution has a per share value as determined by the Corporation’s Board of Directors and set forth in a board resolution exceeding 5% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, then, in either case, shares of Convertible Preferred Stock may be surrendered for conversion at any time on and after the date that the Corporation gives notice to the holders of Convertible Preferred Stock of such distribution, which notice shall be given not less than twenty (20) days prior to the ex dividend date for such distribution, until the earlier of the close of business on the Business Day immediately preceding the ex dividend date or the date the Corporation publicly announces that such distribution will not take place; provided, that no holder of shares of Convertible Preferred Stock may exercise its right to convert if the holder will, by virtue of being a holder of Convertible Preferred Stock, otherwise participate in such distribution without conversion;

(ii) the Corporation consolidates with or merges with or into another Person or is a party to a binding share exchange or sells all or substantially all of its assets, in each case pursuant to which the Common Stock would be converted into cash, securities or other property or if a Fundamental Change occurs, then shares of Convertible Preferred Stock may be surrendered for conversion at any time from and after the date which is fifteen (15) days prior to the anticipated effective date of the transaction or the Fundamental Change and until and including the date which is fifteen (15) days after the actual effective date of such transaction or such Fundamental Change. At the effective time of such transaction or such Fundamental Change, if applicable, the right to convert Convertible Preferred Stock into shares of Common Stock will be changed into a right to convert such Convertible Preferred Stock into the kind and amount of cash, securities or other property which a holder would have received if the holder had converted its shares of Convertible Preferred Stock into shares of Common Stock immediately prior to such transaction or Fundamental Change. If the Corporation engages in any transaction described in the preceding sentence, the Conversion Rate will not otherwise be adjusted.

The Board of Directors shall determine the anticipated effective date of any transaction or Fundamental Change described in clause (ii) above, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Corporation by publication on its web site or through such other public medium as it may use at that time not later than two (2) Business Days prior to the first fifteen (15) day period referred to therein.

If the event giving rise to the conversion right pursuant to clause (i) or (ii) above is a Fundamental Change for which a Make-Whole Premium would have been payable upon the election of a holder of Convertible Preferred Stock to require the repurchase of such Convertible Preferred Stock pursuant to Section 8, a holder who instead elects to convert its shares of Convertible Preferred Stock pursuant to this Section 7(b) will be entitled to receive (x) shares of Common Stock in respect of the conversion obligation, plus (y) the Make-Whole Premium, which may be paid in cash, shares of Common Stock, or a combination thereof.

(c) Shares of Convertible Preferred Stock in respect of which a holder is electing to exercise its option to require repurchase upon a Fundamental Change pursuant to

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Section 8 may be converted only if such holder withdraws its election in accordance with Section 8. A holder of Convertible Preferred Stock is not entitled to any rights of a holder of Common Stock until such holder has converted its Convertible Preferred Stock into Common Stock, and only then to the extent such Convertible Preferred Stock is deemed to have been converted to Common Stock under this Section 7.

(d) The conversion right of a holder of Convertible Preferred Stock in certificated form shall be exercised by the holder by the surrender to the Corporation or the Conversion Agent, accompanied by the form set forth on the reverse of the Convertible Preferred Stock certificate entitled “Form of Conversion Notice.” The conversion right of a beneficial owner of Convertible Preferred Stock in book-entry form shall be exercised by the holder in accordance with the procedures of the Depositary.

As promptly as practicable after satisfaction of the requirements for conversion set forth above, the Corporation shall issue and shall deliver to such holder of Convertible Preferred Stock at the office or agency maintained by the Corporation for that purpose, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares of Convertible Preferred Stock as determined by the Corporation in accordance with the provisions of this Section 7 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 7(g). In case any Convertible Preferred Stock share certificate shall be surrendered for partial conversion, the Corporation shall execute and deliver to the holder of the Convertible Preferred Stock so surrendered, without charge to such holder, a new share certificate in an aggregate liquidation preference equal to the unconverted portion of the surrendered certificate.

Each conversion shall be deemed to have been effected as to any shares of Convertible Preferred Stock on the first date on which the requirements set forth in this Section 7 have been satisfied, and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such requirements shall have been satisfied.

(e) Holders of shares of Convertible Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payment on such shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following such Record Date or the default by the Corporation in payment of the dividend due on such Dividend Payment Date. However, any shares of Convertible Preferred Stock surrendered for conversion during the period from the close of business on any Dividend Record Date to the close of business on the Business Day immediately preceding the applicable Dividend Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Corporation, of an amount equal to the dividend otherwise payable on such Dividend Payment Date on the shares of Convertible Preferred Stock being converted; provided that no

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such payment need be made (1) if the Corporation has specified a redemption date that is after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, or (2) to the extent of all accumulated and unpaid dividends in respect of all Dividend Payment Dates prior to the date on which the holder effects conversion. Except as provided above in this Section 7(e), no payment or other adjustment shall be made for dividends accumulated on any shares of Convertible Preferred Stock converted or for dividends on any shares issued upon the conversion of such shares of Convertible Preferred Stock as provided in this Section 7.

(f) Upon the conversion of shares of Convertible Preferred Stock, that portion of the accumulated and unpaid dividends with respect to the converted shares to (but excluding) the date on which conversion is effected shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Convertible Preferred Stock being converted pursuant to the provisions hereof.

(g) No fractional shares of Common Stock or scrip certificates representing fractional shares shall be issued upon conversion of Convertible Preferred Stock. If more than one share of Convertible Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock that shall be issuable upon conversion shall be computed on the basis of the aggregate number of shares of Convertible Preferred Stock so surrendered for conversion. If any fractional share of stock would be issuable upon the conversion of any Convertible Preferred Stock, the Corporation shall make an adjustment and payment therefor in cash to the holder thereof at the Closing Sale Price of the Common Stock on the last Trading Day immediately preceding the day on which the applicable shares of Convertible Preferred Stock are deemed to have been converted.

(h) Each share of Convertible Preferred Stock shall be convertible into 4.3975 shares of Common Stock (the “Conversion Rate”), subject to adjustment as provided in this Section 7. References to Conversion Rate in these Articles Supplementary means the Conversion Rate in effect on the relevant date.

(i) (i) The Conversion Rate shall be adjusted from time to time by the Corporation as follows:

(1) If shares of Common Stock are issued as a dividend or distribution on shares of Common Stock, or if a share split or share combination is effected, the Conversion Rate will be adjusted based on the following formula:

CR’=CR0 x	OS’
	OS0

where,

CR0 =	the Conversion Rate in effect immediately prior to such event
CR’ =	the Conversion Rate in effect immediately after such event
OS0 =	the number of shares of Common Stock outstanding immediately prior to such event
OS’ =	the number of shares of Common Stock outstanding immediately after such event

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An adjustment made pursuant to this subsection (1) shall become effective on the date immediately after (x) the date fixed for the determination of stockholders entitled to receive such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable. If any dividend or distribution described in this subsection (1) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(2) If any rights, warrants, options or other securities are issued to all or substantially all of the holders of shares of Common Stock entitling them for a period of not more than forty-five (45) days after the date of issuance thereof to subscribe for or purchase shares of Common Stock, or securities convertible into shares of Common Stock within forty-five (45) days after the date of issuance thereof, in either case at an exercise price per share or a conversion price per share less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Conversion Rate will be adjusted based on the following formula:

CR’=CR0 x	OS0 + X
	OS0 + Y

where,

CR0     =	the Conversion Rate in effect immediately prior to such event
CR’     =	the Conversion Rate in effect immediately after such event
OS0     =	the number of shares of Common Stock outstanding immediately prior to such event
X         =	the total number of shares of Common Stock issuable pursuant to such rights, warrants, options, other securities or convertible securities
Y         =	the number of shares of Common Stock equal to the aggregate exercise price or conversion price payable to exercise or convert such rights, warrants, options, other securities or convertible securities divided by the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days prior to the Business Day immediately preceding the date of announcement of the issuance of such rights, warrants, options, other securities or convertible securities

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An adjustment made pursuant to this subsection (2) shall be made successively whenever such rights, warrants, options, other securities or convertible securities are issued, and shall become effective on the day following the date of announcement of such issuance. If, at the end of the period during which such rights, warrants, options, other securities or convertible securities are exercisable or convertible, not all rights, warrants, options, other securities or convertible securities have been exercised or converted, as the case may be, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock actually issued upon conversion of convertible securities actually issued).

For purposes of Section 7(b) and this Section 7(i)(i)(2), in determining whether such rights, warrants, options, other securities or convertible securities entitle the holder to subscribe for or purchase or exercise a conversion right for shares of Common Stock at less than the average Closing Sale Price of the Common Stock, and in determining the aggregate exercise or conversion price payable for such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, warrants, options, other securities or convertible securities and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Board of Directors.

(3) If shares of the Corporation’s capital stock, evidences of the Corporation’s indebtedness or other assets or property of the Corporation or its subsidiaries are distributed to all or substantially all of the holders of shares of Common Stock, excluding:

(i) dividends, distributions and rights, warrants, options, other securities or convertible securities referred to in clause (1) or (2) above;

(ii) dividends or distributions exclusively in cash referred to in clause (4) below; and

(iii) spin-offs described below in this clause (3),

then the Conversion Rate will be adjusted based on the following formula:

CR’=CR0 x	SP0
	SP0 - FMV

where,

CR0     =	the Conversion Rate in effect immediately prior to such distribution
CR’     =	the Conversion Rate in effect immediately after such distribution

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SP0       =	the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days prior to the Business Day immediately preceding the record date for such distribution
FMV     =	the fair market value (as determined in good faith by the Board of Directors of the Corporation) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the record date for such distribution

An adjustment made pursuant to the above paragraph shall be made successively whenever any such distribution is made and shall become effective on the day immediately after the dated fixed for the determination of stockholders entitled to receive such distribution.

With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on the Common Stock or shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit of the Corporation (a “spin-off”), the Conversion Rate in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive the distribution will be increased based on the following formula:

CR’=CR0 x	FMV0 + MP0
	MP0

where,

CR0     =	the Conversion Rate in effect immediately prior to such distribution
CR’     =	the Conversion Rate in effect immediately after such distribution
FMV0  =	the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of shares of Common Stock applicable to one share of Common Stock over the first ten (10) consecutive Trading Days after the effective date of the spin-off
MP0     =	the average of the Closing Sale Prices of the Common Stock over the first 10 consecutive Trading Days after the effective date of the spin-off

The adjustment to the Conversion Rate under the preceding paragraph will occur on the tenth (10th) Trading Day after the effective date of the spin-off.

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If any such dividend or distribution described in this subsection (3) is declared but not paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(4) If any cash dividend or distribution is paid or made during any of the Corporation’s quarterly fiscal periods to all or substantially all of the holders of Common Stock, in an aggregate amount that, together with other cash dividends or distributions made during such quarterly fiscal period, exceeds the product of $.37 (the “Reference Dividend”) multiplied by the number of shares of Common Stock outstanding on the record date for such distribution, the Conversion Rate will be adjusted based on the following formula:

CR’=CR0 x	SP0
	SP0 - C

where,

CR0	=	the Conversion Rate in effect immediately prior to the record date for such distribution
CR’	=	the Conversion Rate in effect immediately after the record date for such distribution
SP0	=	the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days prior to the Business Day immediately preceding the record date of such distribution
C	=	the amount in cash per share the Corporation distributes to holders of shares of Common Stock that exceeds the Reference Dividend.

An adjustment made pursuant to this clause (4) shall become effective on the date immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution. If any dividend or distribution described in this clause (4) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

The Reference Dividend shall be subject to adjustment on account of any of the events set forth in clause (1). Any such adjustment will be effected by multiplying the Reference Dividend by a fraction, the numerator of which will equal OS₀ and the denominator of which will equal OS’ , in each case, within the meaning of clause (1).

(5) The Conversion Rate will be increased if the Corporation or any of its subsidiaries purchases shares of Common Stock pursuant to a tender offer or exchange offer

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which involves an aggregate consideration per share of Common Stock that exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender offer or exchange offer (the “Expiration Time”). The Conversion Rate will be increased based on the following formula:

CR’=CR0 x	AC+(SP’xOS’)
	OS0 xSP’

where,

CR0	=	the Conversion Rate in effect on the date such tender offer or exchange offer expires
CR’	=	the Conversion Rate in effect on the day next succeeding the date such tender offer or exchange offer expires
AC	=	the aggregate value of all cash and other consideration (as determined by the Board of Directors) paid or payable for all shares of Common Stock that the Corporation or one of its subsidiaries purchases in the tender offer or exchange offer
OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender offer or exchange offer expires
OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender offer or exchange offer expires
SP’	=	the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days commencing on the Trading Day next succeeding the date such tender offer or exchange offer expires

Any adjustment made pursuant to this subsection (5) shall become effective on the date immediately following the Expiration Time. If the Corporation is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer, but the Corporation is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would be in effect if such tender or exchange offer had not been made.

(ii) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon an event to which Section 7(j) applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of stockholders entitled to receive such

19

distribution” within the meaning of Section 7(i)(i)(3)), and (b) a subdivision, split or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such split or combination becomes effective” within the meaning of Section 7(i)(i)(1)).

(iii) Notwithstanding the foregoing provisions of Section 7.1(i), no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a holder of shares of Convertible Preferred Stock to convert, for any distribution described therein if the holder will otherwise, by virtue of it being a holder of Convertible Preferred Stock, participate in the distribution without conversion of such holder’s shares of Convertible Preferred Stock.

(iv) The Corporation may make such increases in the Conversion Rate, in addition to those required by clauses (1) through (6) of Section 7(i)(i), as the Board of Directors deems advisable to avoid or diminish any income tax to holders of shares of capital stock of the Corporation (or rights to acquire such capital stock) resulting from any dividend or distribution of such capital stock (or rights to acquire common stock) or from any event treated as such for income tax purposes.

(v) To the extent permitted by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount for any period of time if the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Corporation, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Corporation shall mail to holders of record of the Convertible Preferred a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect and in accordance with applicable law and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(vi) No adjustment to the Conversion Rate need be made:

(1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in shares of Common Stock under any plan;

(2) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant incentive benefit plan or program of or assumed by the Corporation or any of its subsidiaries;

(3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in paragraph (2) above and outstanding as of the Issue Date;

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(4) upon the repurchase by the Corporation of shares of Common Stock from its employee protection and deferred compensation trusts or members of its senior management upon their resignation or termination of employment;

(5) for a change in the par value of the Common Stock; or

(6) for accumulated and unpaid dividends.

(vii) No adjustment to the Conversion Rate shall be required in connection with any event, transaction or other occurrence unless the terms of these Articles Supplementary specifically require that such an adjustment be made in connection with such event, transaction or other occurrence.

(viii) All adjustments to the Conversion Rate under this Section 7 shall be made by the Corporation and shall be calculated to the nearest one ten thousandth (1/10,000) of a share.

(ix) Whenever the Conversion Rate is adjusted as herein provided, the Corporation shall promptly provide a notice to the Conversion Agent setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Promptly after delivery of such notice, the Corporation shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the holder of each share of Convertible Preferred Stock at its last address appearing on the records of the Corporation within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(x) In any case in which this Section 7 provides that an adjustment shall become effective immediately after (A) a record date for an event, (B) the date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 7(i)(i)(1), (C) a date fixed for the determination of stockholders entitled to receive rights, warrants, options or other securities pursuant to Section 7(i)(i)(2) or (D) the Expiration Time for any tender or exchange offer pursuant to Section 7(i)(i)(5), (each a “Determination Date”), the Corporation may elect to defer until the occurrence of the applicable Adjustment Event (x) issuing to the holder of any shares of Convertible Preferred Stock (or portion thereof) converted after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 7(g); provided that in the case of an adjustment made pursuant to Section 7(i)(i)(4) with respect to a distribution of shares of capital stock of, or similar equity interest in, a subsidiary or other business unit of the Corporation, the Corporation may defer the issuance of such additional shares and cash payment, if any, until the third (3rd) Business Day immediately following the last day of the twenty (20) consecutive Trading Day period commencing on the fifth (5th) Trading Day after the Ex Dividend Date.

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For purposes of this Section 7(i)(x), the term “Adjustment Event” shall mean:

(1) in any case referred to in clause (1) hereof, the occurrence of such event;

(2) in any case referred to in clause (2) hereof, the date any such dividend or distribution is paid or made;

(3) in any case referred to in clause (3) hereof, the date of expiration of such rights, warrants, options or other securities (or the conversion period of any convertible securities issued upon exercise thereof); and

(4) in any case referred to in clause (4) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

(xi) Notwithstanding anything in this Indenture to the contrary, in no event shall the Conversion Rate be adjusted so that the Conversion Price would be less than $0.01.

(j) In the event of any reclassification of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or in the event of any consolidation or merger of the Corporation with or into another Person or any merger of another Person with or into the Corporation (other than a consolidation or merger in which the Corporation is the resulting or surviving Person and which does not result in any reclassification or change of outstanding Common Stock), or in the event of any sale or other disposition to another Person of all or substantially all of the assets of the Corporation (computed on a consolidated basis) (any of the foregoing, a “Transaction”), each share of Convertible Preferred Stock then outstanding shall, without the consent of any holder of Convertible Preferred Stock, become convertible at any time, at the option of the holder thereof, only into the kind and amount of securities (of the Corporation or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such share of Convertible Preferred Stock could have been converted immediately prior to such Transaction, after giving effect to the event resulting in the adjustment. The provisions of this Section 7(j) and any equivalent thereof in any such securities similarly shall apply to successive Transactions. The provisions of this Section 7(j) shall be the sole right of holders of Convertible Preferred Stock in connection with any Transaction and such holders shall have no separate vote thereon. If the provisions of this Section 7(j) apply to any Transaction, then the provisions of Section 7(i) shall not apply to such Transaction.

(k) The issue of stock certificates on conversions of Convertible Preferred Stock shall be made without charge to the converting holder of Convertible Preferred Stock for any documentary, stamp or similar issue or transfer tax in respect of the issue thereof. The Corporation shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue and delivery of such certificates in any name other than that of the holder of any shares of Convertible Preferred Stock converted, and the Corporation shall

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not be required to issue or deliver any such stock certificate unless and until the Person or Persons requesting the issue thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid

(l) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Convertible Preferred Stock such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Convertible Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Convertible Preferred Stock.

(m) In case:

(i) the Corporation shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 7(i); or

(ii) the Corporation shall authorize the granting to the holders of all or substantially all of the shares of Common Stock of rights, warrants, options or other securities to subscribe for or purchase any share of any class of capital stock of the Corporation or any other rights, warrants, options or other securities of the Corporation; or

(iii) of any reclassification or reorganization of the Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the sale or transfer of all or substantially all of the assets of the Corporation; or

(v) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

the Corporation shall cause to be mailed to each holder of shares of Convertible Preferred Stock at its address appearing in the records of the Corporation, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or grant, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or grant are to be determined, or (B) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, grant, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

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(n) If the Corporation adopts a rights plan while any Convertible Preferred Stock remains outstanding, holders of Convertible Preferred Stock will receive, upon conversion of their Convertible Preferred Stock, in addition to shares of Common Stock, rights under the Corporation’s stockholder rights agreement unless, prior to conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from the Common Stock. If the rights provided for in the rights plan adopted by the Corporation have separated from the Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that holders of Convertible Preferred Stock would not be entitled to receive any rights in respect of Common Stock issuable upon conversion of shares of Convertible Preferred Stock, the Conversion Rate will be adjusted at the time of separation as if the Corporation had distributed, to all holders of Common Stock, shares of capital stock, evidences of indebtedness or other assets or property pursuant to Section 7(i)(i)(3), subject to readjustment upon the subsequent expiration, termination or redemption of the rights. In lieu of any such adjustment, the Corporation may amend such applicable stockholder rights agreement to provide that upon conversion of the Convertible Preferred Stock the holders will receive, in addition to shares of Common Stock issuable upon such conversion, the rights which would have attached to such shares of Common Stock if the rights had not become separated from the Common Stock under such applicable stockholder rights agreement. To the extent that the Corporation adopts any future stockholder rights agreement, upon conversion of the Convertible Preferred Stock into shares of Common Stock, a holder of Convertible Preferred Stock shall receive, in addition to shares of Common Stock, the rights under the future stockholder rights agreement whether or not the rights have separated from shares of Common Stock at the time of conversion and no adjustment will be made in accordance with Section 7(i)(i)(3) or otherwise.

8. Fundamental Change.

(a) If a Fundamental Change shall occur at any time, each holder shall have the right, at such holder’s option, to require the Corporation to repurchase all of such holder’s shares of Convertible Preferred Stock, or any fewer number of whole shares, on the date specified in the Fundamental Change Repurchase Notice, which date shall not be later than thirty-five (35) days after the date of the Fundamental Change Repurchase Notice but in no event prior to the date on which such Fundamental Change occurs (the “Fundamental Change Repurchase Date”). The Corporation shall repurchase such shares of Convertible Preferred Stock at a price (the date “Fundamental Change Repurchase Price”) equal to 100% of the liquidation preference of the shares to be repurchased plus accumulated and unpaid dividends, if any, to (but excluding) the Fundamental Change Repurchase Date plus the Make-Whole Premium, if applicable; provided that if such Fundamental Change Repurchase Date falls on a Dividend Payment Date, then the dividends payable on such Dividend Payment Date shall be paid to the holders of record of the shares of Convertible Preferred Stock on the applicable Dividend Record Date instead of the holders surrendering shares of Convertible Preferred Stock for repurchase on such date.

The Corporation’s obligation to repurchase all or a portion of a holder’s shares of Convertible Preferred Stock under this Section 8 shall be satisfied if (a) a third party makes the offer to repurchase the shares of Convertible Preferred Stock at the Fundamental Change Repurchase Price plus, if applicable, the Make-Whole Premium, in the manner and at the times and otherwise in compliance in all material respects with the requirements set out in this Section 8 and (b) such third party (i) purchases all shares of Convertible Preferred Stock properly tendered and not withdrawn with respect to the applicable Fundamental Change and (ii) otherwise complies with the obligations of the Corporation in connection herewith.

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The Fundamental Change Repurchase Price (exclusive of accumulated and unpaid dividends which shall be paid in cash) and the Make-Whole Premium, if any, payable to a holder of shares of Convertible Preferred Stock who elects to require the Corporation to repurchase such shares pursuant to this Section 8 will be payable in cash, shares of Common Stock or a combination thereof at the Corporation’s option. The number of shares of Common Stock, if any, to be delivered pursuant to the preceding sentence shall be determined in the manner set forth in Section 8(e). Subject to the next sentence, if the Corporation elects to pay all or any portion of amounts owing on repurchase of the Convertible Preferred Stock in shares of Common Stock, the number of shares of Common Stock issuable in connection with the repurchase may not exceed 33,000,000 shares or such other number of shares of Common Stock as shall then be authorized and available for issuance. If the number of shares of Common Stock issuable upon repurchase of the Convertible Preferred Stock would exceed 33,000,000 shares or such other number of shares of Common Stock as shall then be authorized and available for issuance, the Corporation shall have the option to pay the remainder of the amounts owing on repurchase in cash or such required additional number of shares of Common Stock determined as of the Fundamental Change Repurchase Date in the manner set forth in Section 8(e) that are authorized for issuance in the future. The Corporation shall use its best efforts to have any such additional number of shares of Common Stock authorized for issuance within 180 days of the Fundamental Change Repurchase Date.

(b) Not less than twenty five (25) Trading Days prior to the Fundamental Change Repurchase Date, the Corporation shall mail or cause to be mailed, by first class mail, to all holders of record on such date a notice (the “Fundamental Change Repurchase Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the holders arising as a result thereof to each holder of Convertible Preferred Stock at its last address as the same appears on the securities register for the Convertible Preferred Stock. Such notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Each Fundamental Change Repurchase Notice shall state:

(i) the Fundamental Change Repurchase Price, the Conversion Rate at the time of such notice (and any applicable adjustments to such Conversion Rate) and the amount of dividends, if any, that will be payable with respect to the Convertible Preferred Stock on the Fundamental Change Repurchase Date;

(ii) the Make-Whole Premium, if any;

(iii) the events constituting the Fundamental Change and the date of the Fundamental Change;

(iv) the date on which the Fundamental Change will become effective and the Fundamental Change Repurchase Date;

(v) the last date on which a holder may exercise the repurchase right;

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(vi) whether the Corporation elects to pay the Fundamental Change Repurchase Price in cash, in shares of Common Stock or a combination thereof, specifying the percentage or amount of each and the procedure for delivery by the Corporation of such Fundamental Change Repurchase Price;

(vii) whether the Corporation elects to pay the Make-Whole Premium in cash, in shares of Common Stock or a combination thereof, specifying the percentage or amount of each and the procedure for delivery by the Corporation of such Make-Whole Premium;

(viii) if the Corporation elects to pay any portion of the Fundamental Change Repurchase Price or Make-Whole Premium in shares of Common Stock, the method of calculating the Market Price of the Common Stock;

(ix) the name and address of the Conversion Agent;

(x) that shares of Convertible Preferred Stock as to which a Fundamental Change Repurchase Election has been given by the holder may be converted only if the election has been withdrawn by the holder in accordance with the terms of these Articles Supplementary (provided that the Convertible Preferred Stock is otherwise convertible in accordance with Section 7);

(xi) that the holder shall have the right to withdraw any shares of Convertible Preferred Stock surrendered prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date (or any such later time as may be required by applicable law);

(xii) a description of the procedure which a holder of Convertible Preferred Stock must follow to exercise such repurchase right or to withdraw any surrendered shares of Convertible Preferred Stock;

(xiii) the CUSIP number or numbers assigned to the Convertible Preferred Stock (if then generally in use); and

(xiv) briefly, the conversion rights of the Convertible Preferred Stock and whether, at the time of such notice, the Convertible Preferred Stock is eligible for conversion.

No failure of the Corporation to give the foregoing notices and no defect therein shall limit the repurchase rights of holders of Convertible Preferred Stock or affect the validity of the proceedings for the repurchase of the Convertible Preferred Stock pursuant to this Section 8.

(c) Shares of Convertible Preferred Stock shall be repurchased pursuant to this Section 8 at the option of the holder upon:

(i) delivery to the Transfer Agent by a holder of a duly completed notice (a “Fundamental Change Repurchase Election”) in the form set forth on the reverse of the share certificate for the Convertible Preferred Stock subject to such election at any time

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prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law, stating:

(1) if certificated shares of Convertible Preferred Stock have been issued, the certificate numbers of the shares of Convertible Preferred Stock which the holder shall deliver to be repurchased;

(2) the number of shares of Convertible Preferred Stock that the holder shall deliver to be repurchased, which number shall be in integral multiples of whole shares;

(3) that such shares of Convertible Preferred Stock shall be repurchased as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Convertible Preferred Stock and in these Articles Supplementary; and

(4) in the event the Corporation elects to pay the Fundamental Change Repurchase Price and/or the Make-Whole Redemption Premium, in whole or in part, in shares of Common Stock but such portion of the Fundamental Change Repurchase Price and/or the Make-Whole Premium shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the Fundamental Change Repurchase Price or Make-Whole Premium in shares of Common Stock is not satisfied prior to the close of business on the Business Day prior to the relevant Fundamental Change Repurchase Date, whether such holder elects (i) to withdraw such Fundamental Change Repurchase Election as to some or all of the shares of Convertible Preferred Stock to which such election relates (stating the principal amount and certificate numbers, if any, of the shares of Convertible Preferred Stock as to which such withdrawal relates) or (ii) to receive cash in respect of the entire Fundamental Change Repurchase Price for all shares of Convertible Preferred Stock to which such election relates; and

(ii) delivery or book-entry transfer of the shares of Convertible Preferred Stock to the Transfer Agent simultaneously with or at any time after delivery of the Fundamental Change Repurchase Election (together with all necessary endorsements) to the Transfer Agent (or any other agent appointed by the Corporation) in the Borough of Manhattan, such delivery or transfer being a condition to receipt by the holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price and the Make-Whole Premium, if any, shall be so paid pursuant to this Section 8 only if the shares of Convertible Preferred Stock so delivered or transferred to the Transfer Agent (or other agent appointed by the Corporation) shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Election. All questions as to the validity, eligibility (including time of receipt) and acceptance of any shares of Convertible Preferred Stock for repurchase shall be determined by the Corporation, whose determination shall be final and binding absent manifest error.

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If a holder fails to indicate such holder’s choice with respect to the election set forth in Section 8(c)(i)(4), such holder shall be deemed to have elected to receive cash in respect of the entire Fundamental Change Repurchase Price and/or Make-Whole Premium for all shares of Convertible Preferred Stock subject to such Fundamental Change Repurchase Election in the circumstances set forth in Section 8(c)(i)(4).

(d) Without limiting the foregoing:

(i) If a Fundamental Change (other than a Fundamental Change relating solely to paragraph (3) of the definition thereof) occurs at any time prior to June 30, 2014, then the Fundamental Change Repurchase Price will include a make-whole-premium (a “Make-Whole Premium”) calculated as provided below.

(ii) The Make-Whole Premium will equal the product of the liquidation preference per share of Convertible Preferred Stock and a specified percentage (the “Additional Premium”). The Additional Premium will be determined by reference to the table set forth below and will be based on the date on which the Fundamental Change becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the transaction constituting the Fundamental Change. If holders of Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share. If holders of Common Stock receive a combination of cash and other property in the Fundamental Change, the Stock Price shall be the average of the Closing Sale Price of the Common Stock on the five (5) Trading Days up to, but not including, the Effective Date of the Fundamental Change.

The Stock Prices set forth in the first row of the table below will be adjusted as of any date on which the Conversion Rate of the Convertible Preferred Stock is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such Adjustment Event, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the Adjustment Event giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted.

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The following table sets forth the Additional Premiums as percentages of the liquidation preference per share of Convertible Preferred Stock:

Effective Date	Stock Price
	$18.95		$20.00		$21.00		$22.00		$23.00		$24.00		$25.00		$26.00		$27.00		$28.00		$29.00		$30.00		$33.00		$36.00		$39.00
June 28, 2004	0.0	%	5.4	%	7.7	%	10.0	%	11.4	%	9.8	%	8.3	%	6.8	%	5.5	%	4.7	%	3.7	%	2.8	%	1.1	%	0.1	%	0.0	%
June 30, 2005	0.0	%	5.0	%	7.2	%	9.6	%	11.0	%	9.3	%	7.7	%	6.5	%	5.5	%	4.2	%	3.6	%	2.6	%	1.1	%	0.1	%	0.0	%
June 30, 2006	0.0	%	4.3	%	6.6	%	8.9	%	10.2	%	8.4	%	7.2	%	6.0	%	4.6	%	4.0	%	2.9	%	2.4	%	0.8	%	0.0	%	0.0	%
June 30, 2007	0.0	%	3.2	%	5.4	%	7.9	%	9.1	%	7.3	%	6.3	%	4.7	%	3.9	%	2.9	%	2.3	%	1.5	%	0.4	%	0.0	%	0.0	%
June 30, 2008	0.0	%	1.8	%	3.6	%	6.1	%	7.4	%	5.3	%	4.2	%	2.8	%	2.3	%	1.3	%	1.0	%	0.7	%	0.0	%	0.0	%	0.0	%
June 30, 2009	0.0	%	0.4	%	1.4	%	2.4	%	2.8	%	0.1	%	0.1	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
June 30, 2010	0.0	%	0.2	%	1.4	%	2.0	%	2.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
June 30, 2011	0.0	%	0.1	%	1.0	%	1.3	%	1.2	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
June 30, 2012	0.0	%	0.0	%	0.3	%	0.8	%	0.4	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
June 30, 2013	0.0	%	0.0	%	0.0	%	0.4	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
June 30, 2014	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%

The exact Stock Price and repurchase dates may not be set forth in the table above, in which case:

(A) If the Stock Price is between two Stock Price amounts shown on the table above or the Fundamental Change Repurchase Date is between two Effective Dates shown on the table above, the Additional Premium will be determined by a straight-line interpolation between the Additional Premium amounts set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year.

(B) If the Stock Price is equal to or in excess of $39.00 per share of Common Stock (subject to adjustment), no Make-Whole premium will be paid.

(C) If the Stock Price is less than or equal to $18.95 per share of Common Stock (subject to adjustment), no Make-Whole premium will be paid.

(iii) The Make-Whole Premium so calculated payable to a holder of shares of Convertible Preferred Stock who elects to require the Corporation to repurchase such shares pursuant to this Section 8 will be payable in cash, shares of Common Stock or a combination thereof at the Corporation’s option. The number of shares of Common Stock, if any, to be delivered pursuant to the preceding sentence shall be determined in the manner set forth in Section 8(e).

(iv) Notice of any Make-Whole Premium shall be included in the Fundamental Change Repurchase Notice described in Section 8(b) above and such notice shall include the Make-Whole Premium amount and procedure for delivery by the Corporation of such Make-Whole Premium.

(e) (i) The shares of Convertible Preferred Stock to be repurchased by the Corporation on any Fundamental Change Repurchase Date pursuant to Section 8(c) and, if applicable, the Make-Whole Premium, may be paid for, in whole or in part, at the election of the Corporation, in U.S. legal tender (“cash”) or shares of Common Stock, or in any combination of cash and shares of Common Stock, subject to the conditions set forth in Section 8(e)(iv). The Corporation shall designate in its Fundamental Change

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Repurchase Notice whether the Corporation will pay the purchase price for the shares of Convertible Preferred Stock and/or pay, if applicable, the Make-Whole Premium in cash or shares of Common Stock or, if in a combination or in combinations thereof, the respective percentages of the Fundamental Change Repurchase Price and/or Make-Whole Premium that it will pay in cash and the respective percentages that it will pay in shares of Common Stock; provided that the Corporation will pay cash for accumulated and unpaid dividends and for fractional interests in shares of Common Stock in an amount based upon the Market Price with respect to the applicable Fundamental Change Repurchase Date. For purposes of determining the amount of any fractional interests, all Shares of Convertible Preferred Stock subject to repurchase held by a holder shall be considered together (no matter how many separate certificates are to be presented).

(ii) Each holder whose shares of Convertible Preferred Stock are repurchased pursuant to Section 8 shall receive the same respective percentages of cash or shares of Common Stock in payment of the Fundamental Change Repurchase Price and Make-Whole Premium for such shares of Convertible Preferred Stock as any other holder whose shares of Convertible Preferred Stock are so repurchased, except (x) as provided in Section 8(e)(i) with regard to the payment of cash in lieu of fractional shares of Common Stock and (y) in the event that the Corporation is unable to purchase the shares of Convertible Preferred Stock of a holder or holders for shares of Common Stock because any necessary qualifications or registrations of the shares of Common Stock under applicable state securities laws cannot be obtained, or because the conditions to purchasing such shares of Convertible Preferred Stock for shares of Common Stock set forth in Section 8(e)(iv) have not been satisfied, the Corporation may purchase the shares of Convertible Preferred Stock of such holder or holders for cash. The Corporation may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Corporation has given its Fundamental Change Repurchase Notice to holders except as provided in the preceding sentence or pursuant to Section 8(e)(iv) in the event of a failure to satisfy, prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, any condition to the payment of the Fundamental Change Repurchase Price and/or Make-Whole Premium in whole or in part in shares of Common Stock.

(iii) If the Corporation elects to pay the Fundamental Change Repurchase Price and/or Make-Whole Premium, or any respective percentages thereof, with respect to a Fundamental Change Repurchase Date, in shares of Common Stock, the number of shares of Common Stock to be delivered with respect to each share of Convertible Preferred Stock shall be equal to the quotient obtained by dividing (x) the dollar amount of the Fundamental Change Repurchase Price (not including any accumulated and unpaid dividends) and/or the Make-Whole Premium to be paid in shares of Common Stock by (ii) 97% of the Market Price with respect to such Fundamental Change Repurchase Date; provided that no fractional shares will be delivered.

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(iv) The Corporation’s right to elect to pay some or all of the Fundamental Change Repurchase Price and/or Make-Whole Premium with respect to a Fundamental Change Repurchase Date by delivering shares of Common Stock shall be conditioned upon:

(1) the Corporation giving timely notice of its election and not having previously given notice of an election to pay the Fundamental Change Repurchase Price and/or Make-Whole Premium with respect to such Fundamental Change Repurchase Date entirely in cash;

(2) the Common Stock then being listed on a national or regional securities exchange or quoted on the Nasdaq National Market or other similar automated quotation system; and

(3) information necessary to calculate the Market Price being published in a daily newspaper of national circulation or being otherwise readily publicly available.

If the foregoing conditions are not satisfied with respect to a holder or holders prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, the Corporation shall pay the entire Fundamental Change Repurchase Price and/or Make-Whole Premium for the shares of Convertible Preferred Stock of such holder or holders in cash.

Upon determination of the actual number of shares of Common Stock to be issued upon repurchase of shares of Convertible Preferred Stock, the Corporation shall be required to disseminate a press release through Dow Jones & Corporation, Inc., Bloomberg Business News or a comparable news service containing this information or publish the information on the Corporation’s web site or through such other public medium as the Corporation may use at that time.

(v) All shares of Common Stock delivered upon repurchase of shares of Convertible Preferred Stock shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim.

(vi) If a holder is paid some or all of the Fundamental Change Repurchase Price and/or Make-Whole Premium with respect to such holder’s shares of Convertible Preferred Stock in shares of Common Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on such issue of Common Stock; provided that the holder shall pay any such tax which is due because the holder requests the Common Stock to be issued in a name other than that of the holder. The Transfer Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax which will be due because the shares of Common Stock are to be issued in a name other than the holder’s name. Nothing herein shall preclude any income tax withholding required by law or regulations.

(v) The Corporation may irrevocably elect, in its sole discretion and without the consent of holders of the shares of Convertible Preferred Stock, by notice to the holders of Convertible Preferred Stock, to satisfy in cash 100% of the Fundamental Change Repurchase Price and/or the Make-Whole Premium of shares of Convertible Preferred Stock that are the subject of a Repurchase Notice received by the Transfer Agent and the Corporation after the date of such election.

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(f) On or prior to a Fundamental Change Repurchase Date, the Corporation will set aside in trust for the benefit of the holders of shares of Convertible Preferred Stock an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Fundamental Change Repurchase Date all of the shares of Convertible Preferred Stock to be repurchased on such date at the Fundamental Change Repurchase Price and, if applicable, to pay the Make-Whole Premium.

If the Corporation has set aside in trust for the benefit of the holders of shares of Convertible Preferred Stock an amount of cash and/or shares of Common Stock, as applicable, sufficient to repurchase on the Fundamental Change Repurchase Date all of the shares of Convertible Preferred Stock to be repurchased on such date at the Fundamental Change Repurchase Price and, if applicable, to pay the Make-Whole Premium, then on or after the Fundamental Change Repurchase Date, (i) such shares of Convertible Preferred Stock to be repurchased will cease to be outstanding, (ii) dividends on such Convertible Preferred Stock to be repurchased will cease to accumulate, whether or not book-entry transfer of the shares of Convertible Preferred Stock has been made or the shares of Convertible Preferred Stock have been delivered to the Transfer Agent, and (iii) all other rights of the holders of such shares of Convertible Preferred Stock to be repurchased will terminate other than the right to receive the Fundamental Change Repurchase Price upon transfer or delivery of the shares of Convertible Preferred Stock.

(g) Upon receipt by the Transfer Agent of a Fundamental Change Repurchase Election, the holder of the share of Convertible Preferred Stock in respect of which such election was given shall (unless such notice is validly withdrawn) thereafter be entitled to receive solely the Fundamental Change Repurchase Price and, if applicable, the Make-Whole Premium with respect to such share of Convertible Preferred Stock. Such Fundamental Change Repurchase Price and/or Make-Whole Premium shall be paid to such holder promptly (but in no event more than five (5) Business Days) following the later of (x) the Fundamental Change Repurchase Date with respect to such share of Convertible Preferred Stock (provided that the holder has satisfied the conditions in Section 8(c)) and (y) the time of book-entry transfer or delivery of such shares of Convertible Preferred Stock to the Transfer Agent by the holder thereof in the manner required by Section 8(c). Shares of Convertible Preferred Stock in respect of which a Fundamental Change Repurchase Election has been given by the holder thereof may not be converted pursuant to Section 7 hereof on or after the date of the delivery of such Fundamental Change Repurchase Election unless such notice has first been validly withdrawn.

(h) Notwithstanding anything herein to the contrary, any holder delivering to the Transfer Agent a Fundamental Change Repurchase Election shall have the right to withdraw such election at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date (or any such later time as may be required by applicable law) by delivery of a written notice of withdrawal to the Transfer Agent appointed by the Corporation) specifying:

(i) the certificate number, if any, of the shares of Convertible Preferred Stock in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the shares of Convertible Preferred Stock in respect of which such notice of withdrawal is being submitted is in book-entry form,

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(ii) the number of shares of Convertible Preferred Stock with respect to which such notice of withdrawal is being submitted, and

(iii) the number of shares of Convertible Preferred Stock, if any, which remain subject to the original Fundamental Change Repurchase Election and which has been or will be delivered for repurchase by the Corporation.

The Transfer Agent will promptly notify the Corporation of the receipt by it of any Fundamental Change Repurchase Election or written notice of withdrawal thereof.

(i) The Corporation will comply with the provisions of Rules 13e-4 and 14e-1 and any other tender offer rules under the Exchange Act to the extent then applicable in connection with the repurchase rights of the holders of shares of Convertible Preferred Stock in the event of a Fundamental Change Repurchase Date. If then required by applicable law, the Corporation will file a Schedule TO or any other schedule required in connection with such repurchase.

(j) In the case of a reclassification, consolidation, merger, sale or disposition to which Section 7(j) applies, in which the Common Stock of the Corporation is changed or exchanged as a result into the right to receive stock, securities or other property or assets (including cash), which includes shares of Common Stock of the Corporation or shares of common stock of another Person that are, or upon issuance will be, traded on a U.S. national securities exchange or approved for trading on an established automated over the counter trading market in the United States and such shares constitute at the time such change or exchange becomes effective in excess of 50% of the aggregate fair market value of such stock, securities or other property or assets (including cash) (as determined by the Corporation, which determination shall be conclusive and binding), then the provisions of Section 8(e) relating to the Corporation’s option to deliver shares of Common Stock in payment of the Fundamental Change Repurchase Price and/or Make-Whole Premium shall apply to such other Person if different from the Corporation and the common stock issued by such Person (in lieu of the Corporation and the Common Stock of the Corporation).

9. Consolidation, Merger and Sale of Assets.

(a) The Corporation, without the consent or vote of the holders of any of the outstanding Convertible Preferred Stock, may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or may permit any Person to consolidate with or merge into, or transfer or lease all or substantially all its properties to, the Corporation; provided, however, that (a) the successor, transferee or lessee is organized under the laws of the United States or any political subdivision thereof; (b) the shares of Convertible Preferred Stock will become shares of such successor, transferee or lessee, having in respect of such successor, transferee or lessee the same powers, preferences and relative participating,

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optional or other special rights and the qualification, limitations or restrictions thereon, the Convertible Preferred Stock had immediately prior to such transaction; and (c) the Corporation delivers to the Transfer Agent an Officers’ Certificate and an Opinion of Counsel stating that such transaction complies with these Articles Supplementary.

(b) Upon any consolidation by the Corporation with, or merger by the Corporation into, any other Person or any conveyance, transfer or lease of all or substantially all the assets of the Corporation as described in Section 9(a), the successor resulting from such consolidation or into which the Corporation is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and be substituted for, and may exercise every right and power of, the Corporation under the shares of Convertible Preferred Stock, including, without limitation, the right and power to redeem the Convertible Preferred Stock as set forth in Section 5, and thereafter, except in the case of a lease, the predecessor (if still in existence) will be released from its obligations and covenants with respect to the Convertible Preferred Stock.

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IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Office and witnessed by its Assistant Secretary on June 30, 2004.

NATIONWIDE HEALTH PROPERTIES, INC.
By:	/s/ Douglas M. Pasquale
	Name: Douglas M. Pasquale
	Title: President and Chief Executive Officer

WITNESS:
By:	/s/ Mark L. Desmond
	Name: Mark L. Desmond
	Title: Assistant Secretary

THE UNDERSIGNED, President and Chief Executive Officer of NATIONWIDE HEALTH PROPERTIES, INC., who executed on behalf of the Corporation the Articles Supplementary of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles Supplementary to be the corporate act of said Corporation and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval hereof are true in all material respects under the penalties of perjury.

By:	/s/ Douglas M. Pasquale
	Name: Douglas M. Pasquale
	Title: President and Chief Executive Officer

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EX-3.2

Exhibit 3.2

BYLAWS

OF

NATIONWIDE HEALTH PROPERTIES, INC.

AS AMENDED AND RESTATED JUNE 28, 2004

ARTICLE I

OFFICES

Section 1. Registered office. The registered office of the corporation shall be established and maintained at the office of THE CORPORATION TRUST INCORPORATED, 32 South Street, Baltimore, Maryland 21202, and said THE CORPORATION TRUST INCORPORATED be the registered agent of this corporation in charge thereof.

Section 2. Other Offices. The corporation may establish such other offices, within or without the State of Maryland, at such place or places as the Board of Directors from time to time may designate, or which the business of the corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meetings. Annual meetings of stockholders for the election of Directors and for such other business as may be stated in the notice of the meeting, shall be held on a date and at a time designated by the Board of Directors at such place, within or without the State of Maryland, as the Board of Directors by resolution shall determine, and as set forth in the notice of the meeting.

If the date of the annual meeting shall fall on a legal holiday of the state in which the meeting is to be held, the meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called by the Chairman, the Chief Executive Officer, the President, by a majority of the Board of Directors or by a majority of the Independent Directors and shall be called by an officer upon written request of stockholders holding in the aggregate not less than 10% of the outstanding shares entitled to vote on the business proposed to be transacted thereat. Such meetings may be held at such time and place, within or without the State of Maryland, as shall be stated in the notice of the meeting. The call of a special meeting shall state the nature of the business to be transacted and no other business shall be considered at the meeting. A Special meeting may be called for the purpose of removing a Director.

Section 3. Notice of Meetings. Written or printed notice, stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, by the United States mail, postage prepaid, not less than twenty (20) nor more than ninety (90) days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all stockholders entitled to vote thereat.

Section 4. Voting. At each annual meeting the stockholders entitled to vote shall elect a Board of Directors, and they may transact such other corporate business as shall be stated in the notice of the meeting. The vote for Directors, and, upon the demand of any stockholder, the vote upon any question before the meeting, shall be by ballot. All elections of Directors shall be by a plurality of the votes cast, and all questions shall be decided by a majority vote, except as otherwise provided by the Articles of Incorporation or by the laws of the State of Maryland.

The Directors may fix a day not more than ninety (90) days prior to the holding of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice of or to vote at any such meeting.

Each stockholder entitled to vote, in accordance with the terms of the Articles of Incorporation and the provisions of these Bylaws, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after eleven (11) months from its date unless such proxy provides for a longer period. In no case shall any proxy be given for a period in excess of ten (10) years from the date of its execution.

Section 5. Quorum. Except as provided in the next section hereof, any number of stockholders together holding a majority of the stock issued and outstanding and entitled to vote thereat, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If, at any meeting, less than a quorum shall be present or represented, those present, either in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock shall be present, at which time any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 6. Action Without Meeting. Except for the election of Directors, any action to be taken by the stockholders may be taken without a meeting, if, prior to such action, all stockholders entitled to vote thereon shall consent in writing to such action being taken, and such consent shall be treated for all purposes as a vote at a meeting.

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ARTICLE III

DIRECTORS

Section 1. Number and Term. The number of Directors shall not be less than five (5) nor more than nine (9) until changed by amendment of these Bylaws. The exact number of Directors shall be eight (8) until changed, within the limit specified, by a Bylaw amending this section duly adopted by the Board of Directors or stockholders. The Directors shall be elected at the annual meeting of stockholders, and each Director shall be elected to serve until his successor shall be elected and shall have qualified. In no case shall the number of Directors be less than five (5), unless changed by an amendment to the Articles of Incorporation.

The Board of Directors of this corporation shall be classified into three groups. Each group of Directors shall be elected for successive terms ending at the annual meeting of stockholders the third year after election.

Directors need not be stockholders.

Section 2. Independent Directors. At least a majority of the entire Board of Directors shall be Independent Directors. An Independent Director shall mean a Director who is not, directly or indirectly, an Affiliate of the Advisor of the corporation. An Affiliate of the Advisor shall mean a person who: (a) is an officer or director or employee of the Advisor; (b) beneficially owns 5% or more of any class of equity securities of the Advisor because of the power to vote, sell, or exercise a right to acquire such securities; (c) is an officer, director or employee of, or beneficially owns 5% or more of any class of equity securities of, an entity that controls, is controlled by or is under common control with the Advisor; or (d) has a member of his or her immediate family who has one of the foregoing relationships with the Advisor.

Section 3. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. If, at any meeting of the Board, there shall be less than a quorum present, a majority of those present may adjourn the meeting, from time to time, until a quorum is obtained, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned.

Section 4. First Meeting. The newly elected Directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after the annual meeting of stockholders or the time and place of such meeting may be fixed by written consent of the entire Board.

Section 5. Election of Officers. At the first meeting, or at any subsequent meeting called for that purpose, the Directors shall elect the officers of the corporation, as more specifically set forth in ARTICLE V of these Bylaws. Such officers shall hold office until the next annual election of officers, or until their successors are elected and shall have qualified.

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Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held, without notice, at such places and times as shall be determined, from time to time, by resolution of the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer, the President, or by the Secretary on four (4) days’ notice to each Director. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.

Section 8. Place of Meetings. The Directors may hold their meetings, and have one or more offices, and keep the books of the corporation outside the State of Maryland at any office or offices of the corporation, or at any other place as they from time to time by resolution may determine.

Section 9. Dispensing with Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.

Section 10. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board of Directors or committee.

Section 11. Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 12. Approval By Independent Directors. For all purposes, a transaction which is subject to approval by a majority of the Independent Directors shall be approved if such transaction is approved by a majority of the Directors present and entitled to vote at a meeting at which a quorum is present, provided that the Independent Directors voting to approve the transaction constitute an absolute majority of all independent Directors serving at such time.

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Section 13. Duties of Independent Directors and/or Investment Committee. The Independent Directors and/or the Investment Committee of the corporation shall have the special duties described in this section.

(a) The Independent Directors and/or the Investment Committee shall supervise the relationship of the corporation with the Advisor and shall evaluate the capability and performance of the Advisor before entering into or renewing any advisory agreement (“Advisory Agreement”). The criteria used to evaluate the performance of the Advisor shall be set forth in the minutes of a meeting of the Board of Directors. The Independent Directors and/or the Investment Committee shall supervise the performance of the Advisor and the compensation paid to it by the corporation to determine that the provisions of any Advisory Agreement between the corporation and the Advisor are being carried out. The Independent Directors and/or the Investment Committee shall determine at least annually that the compensation which the corporation agrees to pay to the Advisor is reasonable in relation to the nature and the quality of services performed. In connection with the duties set forth in this subsection 13(a), the Independent Directors shall evaluate any competitive relationship among the Company, Beverly Enterprises and the Company’s officers and directors affiliated with Beverly Enterprises.

(b) The Independent Directors and/or the Investment Committee shall review the corporation’s investment policies at least annually to determine that the policies are being followed by the corporation and are in the best interests of its stockholders. The findings of the Independent Directors and/or the Investment Committee shall be set forth in the minutes of meetings of the Board of Directors. Such investment policies may be altered from time to time by the Board of Directors with the consent of a majority of the Independent Directors and/or the Investment Committee and without approval of the stockholders upon a determination that such a change is in the best interests of the corporation and the stockholders.

(c) The Independent Directors and/or the Investment Committee shall determine, from time to time, but at least annually, that the total fees and expenses of the corporation are reasonable in light of the investment experience of the corporation, its net assets, its net income, and the fees and expenses of other comparable advisers in real estate. The findings of the Independent Directors and/or the Investment Committee shall be set forth in the minutes of meetings of the Board of Directors.

(d) A majority of the Independent Directors must approve all matters in which a Beverly Enterprises related entity is involved, and must approve any acquisition from or sale to any director, officer or employee of the Company, or of the Advisor or any affiliate thereof, of any of the assets or other property of the Company.

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Section 14. General Powers of Directors. The Board of Directors shall have the management of the business of the corporation, and, subject to the restrictions imposed by law exercise all the powers of the corporation.

Section 15. Specific Powers of Directors. Without prejudice to such general powers, it hereby is expressly declared that the Directors shall have the following powers:

(1) To make and change regulations, not inconsistent with these Bylaws, for the management of the business and affairs of the corporation.

(2) To purchase or otherwise acquire for the corporation any property; rights or privileges which the corporation is authorized to acquire.

(3) To pay for any property purchased for the corporation, either wholly or partly in money, stock, bonds, debentures or other securities of the corporation.

(4) To borrow money and make and issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust and trust agreements, and to do every act and thing necessary to effectuate the same.

(5) To remove any officer for cause, or any officer, other than the President, summarily, without cause, and, in their discretion, from time to time to devolve the powers and duties of any officer upon any other person for the time being.

(6) To appoint and remove or suspend subordinate officer or agents as they may deem necessary, and to determine their duties, and to fix and from time to time to change their salaries or remuneration, and to require security as and when they think fit.

(7) To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers and agents.

(8) To determine who shall be authorized, on behalf of the corporation, to make and sign bills, notes, acceptances, endorsements, contracts and other instruments.

(9) To determine who shall be entitled, in the name and on behalf of the corporation, to vote upon or to assign and transfer any shares of stock, bonds or other securities of other corporations held by this corporation.

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(10) To delegate any of the powers of the Board, in relation to the ordinary business of the corporation, to any standing or special committee, or to any officer or agent (with power to sub-delegate), upon such terms as they deem fit.

(11) To call special meetings of the stockholders for any purpose or purposes.

(12) To appoint the accountants and attorneys for the corporation.

Section 16. Compensation. Directors shall receive a stated salary for their services as Directors and, by resolution of the Board, a fixed fee and expenses for attendance at each meeting.

Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, or otherwise, and as to Independent Directors, receiving compensation therefore.

ARTICLE IV

COMMITTEES

Section 1. Appointments and Powers. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees. The Board of Directors may designate one or more Directors as alternate members of a committee who may replace any absent or disqualified member at any meeting of the committee. Such alternate members shall not be counted for purposes of determining a quorum unless so appointed, in which case they shall be counted in the place of the absent or disqualified member. The committee, to the extent provided in said resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these Bylaws or as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2. Minutes. Committees shall keep regular minutes of their proceedings, and report the same to the Board of Directors when required.

Section 3. Audit Committee. The Audit Committee shall select and engage in behalf of the corporation, and fix the compensation of, a firm of certified public accountants whose duty it shall be to audit the books and accounts of the corporation and its subsidiaries for the fiscal year in which they are appointed, and who shall report to such Committee. The Audit Committee shall confer with the auditors and shall determine, and from time to time shall report to the Board of Directors upon the scope of the auditing of the books and accounts of the corporation and its subsidiaries. The Audit Committee shall also be responsible for determining that the business practices

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and conduct of employees and other representatives of the corporation and its subsidiaries comply with the policies and procedures of the corporation. None of the members of the Audit Committee shall be officers or employees of the corporation.

Section 4. Investment Committee. The Investment Committee shall consist solely of Independent Directors and shall have the power to approve real estate acquisition and other investments in the best interests of the corporation. The Investment Committee shall have such other powers as may be delegated by the Board of Directors from time to time. The Investment Committee shall also have the special duties described in ARTICLE III, SECTION 13.

ARTICLE V

OFFICERS

Section 1. Officers. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting of stockholders. The Directors shall elect a Chairman, a Chief Executive Officer, a President, a Secretary and a Treasurer and one or more Vice Presidents as they may deem proper. Any person may hold two or more offices.

The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold office for such terms and shall exercise such powers and perform such duties as shall from time to time be determined by the Board of Directors.

Section 2. Chairman. The Chairman, if one be elected, shall preside at all meetings of the Board of Directors and stockholders, and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer of a corporation. He shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation, and he shall cause the corporate seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested by the Secretary or Treasurer, or an Assistant Secretary or an Assistant Treasurer.

Section 4. President. The President shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation, and he shall cause the corporate seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested by the Secretary or Treasurer, or an Assistant Secretary or an Assistant Treasurer.

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Section 5. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as are usually vested in the office of Vice President of a corporation. He shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation, and he shall cause the corporate seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested by the Secretary or Treasurer, or an Assistant Secretary or an Assistant Treasurer.

Section 6. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and Directors, and all other notices required by law or by these Bylaws, and, in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman, the Chief Executive Officer, the President, the Board of Directors, or the stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall record all proceedings of meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have custody of the corporate seal, and shall affix said seal to all instruments requiring it, when authorized by the Board of Directors or the President, and shall attest the same.

Section 7. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and the Board of Directors, at the regular meetings of the Board, or whenever they may request it, an accounting of all his transactions as Treasurer, and of the financial condition of the corporation.

If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties, in such amount and with such surety as the Board shall prescribe.

Section 8. Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers, if any, shall be appointed by the Chief Executive Officer, the President or Vice President and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Secretary and by the Treasurer.

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ARTICLE VI

RESIGNATIONS; FILLING OF VACANCIES: INCREASE IN NUMBER OF DIRECTORS;

REMOVAL FROM OFFICE

Section 1. Resignations. Any Director, member of a committee, or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and, if no time be specified, at the time of its receipt by the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 2. Filling of Vacancies. If the office of any officer, Director or member of a committee becomes vacant, the remaining Directors in office, although less than a quorum, may appoint, by a majority vote, any qualified person to fill such vacancy, who shall hold office for the unexpired term of his predecessor, or until his successor is elected and shall have qualified. Independent Directors shall fill vacancies among the Independent Directors’ positions. Each Independent Director shall hold office for the unexpired term of his predecessor, or until his successor is elected and qualified.

Any vacancy occurring by reason of an increase in the number of Directors may be filled by action of a majority of the entire Board, for a term of office continuing only until the next election by the stockholders of Directors within the Group to which the new Director is appointed, or may be filled by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of Directors.

Section 3. Removal From Office. At a meeting of stockholders expressly called for such purpose, any or all members of the Board of Directors may be removed, with or without cause, by a vote of the holders of not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to vote thereon or by a unanimous vote of all other members of the Board of Directors, and said stockholders may elect a successor or successors to fill any resulting vacancies, for the unexpired terms of the removed Directors.

Any officer or agent, or member of a committee elected or appointed by the Board of Directors, may be removed by said Board whenever, in its judgment, the best interests of the corporation shall be served thereby.

ARTICLE VII

CAPITAL STOCK

Section 1. Certificates of Stock. Certificates of stock, numbered, and with the seal of the Corporation affixed, signed by the Chairman, the Chief Executive Officer, the President or a Vice President, and the Secretary or an Assistant Secretary, or

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the Treasurer or an Assistant Treasurer, shall be issued to each stockholder, certifying to the number of shares owned by him in the corporation. Whenever any certificate is countersigned, or otherwise authenticated by a transfer agent or registrar, the signatures of such Chairman, Chief Executive Officer, President or Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer may be facsimiles.

In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

Section 2. Lost Certificates. A new certificate of stock may be issued in place of any certificate theretofore issued by the corporation and alleged to have been lost or destroyed, and the Directors may, at their discretion, request the owner of the lost or destroyed certificate, or his legal representative, to give the corporation a bond, in such sum as they may direct, but not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate.

Section 3. Transfer of Shares. Subject to the restrictions that may be contained in the Articles of Incorporation, the shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized representatives.

Section 4. Dividends. Subject to the provisions of the Articles of Incorporation and the laws of the State of Maryland, the Board of Directors may, at any regular or special meeting, declare dividends upon the capital stock of the corporation, as and when they may deem expedient.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Corporate Seal. The Board of Directors shall adopt a common seal of the corporation. Said seal shall be circular in form and shall contain the name of the corporation, Nationwide Health Properties, Inc., the date of its organization, and the words: “Incorporated-Maryland.” It may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced.

Section 2. Fiscal Year. The fiscal year of the corporation shall end on the 31st day of December of each calendar year.

Section 3. Checks, Drafts, Notes. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as from time to time shall be determined by resolution of the Board of Directors.

11

Section 4. Corporate Records. The corporation shall keep correct and complete books of account and minutes of the proceedings of its stockholders and Directors.

The corporation shall keep and maintain at its principal offices a certified copy of its Articles of Incorporation and all amendments thereto, a certified copy of its Bylaws and all amendments thereto, a stock ledger or duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all stockholders, their residence addresses, and the number of shares held by them, respectively. In lieu of the stock ledger or duplicate stock ledger, a statement may be filed in the principal office stating the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address (including street and number, if any) where such stock ledger or duplicate stock ledger is kept.

The Independent Directors shall take all reasonable steps to assure that a full and correct annual statement of the affairs of the corporation is prepared annually, including a balance sheet and a financial statement of operations for the preceding fiscal year which shall be certified by independent certified public accountants, and distributed to stockholders within 120 days after the close of the corporation’s fiscal year and a reasonable period of time prior to the annual meeting of stockholders. Such annual statement shall also be submitted at the annual meeting and shall be filed within twenty (20) days thereafter at the principal office of the corporation. The Independent Directors shall also be responsible for scheduling the annual meeting of stockholders.

12

Section 5. Notice and Waiver of Notice. Whenever, pursuant to the laws of the State of Maryland or these Bylaws, any notice is required to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Any notice required to be given may be waived, in writing by the person or persons entitled thereto, whether before or after the time stated therein.

Section 6. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No Director or candidate for the office of Director shall act as inspector of an election of Directors. Inspectors need not be stockholders.

Section 7. Applicability of Maryland Control Share Acquisition Act. The voting rights of any shares of stock of the Corporation that are acquired by Cohen & Steers Capital Management, Inc. and/or its associates shall be exempt from, and not subject to, the provisions of Title 3, Subtitle 7 (the Maryland Control Share Acquisition Act) of the Maryland General Corporation Law, including but not limited to Section 3-702. As used in this Bylaw provision, the term “associate” shall have the meaning ascribed to it in the Maryland Control Share Acquisition Act.

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ARTICLE IX

AMENDMENTS TO BYLAWS

Section 1. Amendment of Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 2. Amendment by Directors. Subject to the right of the shareholders as provided in Section 1 of this Article IX, to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors; provided, however, that the provisions of Sections 2, 12 and 13 of Article III and of Section 4 of Article IV with respect to Independent Directors may not be amended by the Board of Directors, and provided further that the Board of Directors may adopt an amendment of a Bylaw changing the authorized number of directors only within the limits specified in the Articles of Incorporation or in Section 1 of Article III of these Bylaws.

ARTICLE X

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. Indemnification. The corporation shall indemnify and hold harmless, and shall pay expenses incurred by or satisfy a judgment or fine levied against, each officer, director and other person, in the manner and to the full extent permitted by the General Corporation Law of the State of Maryland.

Section 2. Provisions Not Exclusive. This Article shall not be construed as a limitation upon the power of the corporation to enter into contracts or undertakings of indemnity with a director, officer, employee or agent of the corporation, nor shall it be construed as a limitation upon any other rights to which a person seeking indemnification may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in his official capacity and as to action in another capacity while holding office.

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CERTIFICATE OF SECRETARY

I, DON M. PEARSON, Secretary of Nationwide Health Properties, Inc., hereby certify that the attached Bylaws, as Amended and Restated, comprising 15 pages, constitute the Bylaws of this corporation as Amended and Restated, and the same are in full force and effect as of this 28th day of June, 2004.

IN WITNESS WHEREOF, I have executed this certificate and caused the seal of said corporation to be affixed hereto as of this 28th day of June, 2004.

/s/ Don M. Pearson

DON M. PEARSON

Secretary

(SEAL)

15

EX-4.1

Exhibit 4.1

NATIONWIDE HEALTH PROPERTIES, INC.

FORMED UNDER THE LAWS OF THE STATE OF MARYLAND

PREFERRED STOCK	PREFERRED STOCK
NUMBER	SHARES
PB
	SEE REVERSE FOR CERTAIN DEFINITIONS
	CUSIP    638620    30    2

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NONASSESSABLE SHARES OF 7.75% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE

of Nationwide Health Properties, Inc., transferable on the share register of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Reference is made to the statement of the reverse hereof with respect to the classes or series of shares, and certain restrictions on the transferability thereof.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

/s/    DON M. PEARSON	/s/    DOUGLAS M. PASQUALE
SECRETARY	PRESIDENT

Dated:

SEAL OF NATIONWIDE HEALTH PROPERTIES, INC. * MARYLAND*

INCORPORATED

OCT. 14, 1985

COUNTERSIGNED AND REGISTERED:

THE BANK OF NEW YORK

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

NATIONWIDE HEALTH PROPERTIES, INC.

Nationwide Health Properties, Inc. is authorized to issue two classes of shares, Common and Preferred, and the Preferred may be issued in one or more series. The corporation will furnish to any stockholder, on request and without charge, a statement of the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class, or series, which the corporation is authorized to issue and any other information required by Section 2-211 of the Corporations and Associations Article of the Annotated Code of Maryland. The board of directors of the corporation has authority to fix all or any of the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued Preferred shares or of any wholly unissued series of Preferred shares, the number of shares constituting any unissued series of Preferred shares, and the designations of such series.

The transfer of these shares to any person who would thereby hold beneficial interest of more than 9.9% of the outstanding shares of stock of the Corporation may be prohibited or void or subject to other transfer restriction or redemption rights as set forth in the Articles of Incorporation. The Corporation will furnish information concerning such restrictions to any stockholder on request and without charge.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM TEN ENT JT TEN —
—
— as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT UNIF TRF MIN ACT — —                                        Custodian                                        (Cust)                                             (Minor) under Uniform Gifts to Minors Act                                                                                           (State)                     Custodian (until age             )         (Cust)                                                 under Uniform Transfers                     (Minor) to Minors Act                                                                      (State)

Additional abbreviations may also be used though not in the above list.

CONVERSION NOTICE

TO: NATIONWIDE HEALTH PROPERTIES, INC.

THE BANK OF NEW YORK

The undersigned registered owner of shares of 7.75% Series B Cumulative Convertible Preferred Stock (the “Convertible Preferred Stock”) hereby irrevocably exercises the option to convert the number of shares of Convertible Preferred Stock set forth on the front of this share certificate or the portion thereof (which is in an integral multiple of whole shares) below designated into shares of Common Stock of Nationwide Health Properties, Inc., in accordance with the terms of the Articles Supplementary establishing the terms of the Convertible Preferred Stock, and requests and instructs the Corporation to issue and deliver to the undersigned registered owner (unless a different name has been indicated below) the shares of Common Stock issuable and deliverable upon such conversion, together with (i) any shares of Convertible Preferred Stock representing any unconverted shares by this share certificate and (ii) any check in payment for accumulated dividends, if any, and fractional shares. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Articles Supplementary. If shares of Common Stock or any portion of the shares represented by this certificate not converted are to be issued in the name of a Person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto.

Dated:                                                                                                                    Signature Guarantee

Signature(s)

NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the share certificate in every particular without alteration or enlargement or any change whatsoever.

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Fill in the registration of shares of Common Stock if to be issued, and share of Convertible Preferred Stock if to be delivered, other than to and in the name of the registered holder:

(Name)                                                                                                                                                                                                                                                       

(Street Address)                                                                                                                                                                                                                                       

(City, State and Zip Code)                                                                                                                                                                                                                   

Please print name and address                                                                                                                                                                                                           

Number of shares to be converted (if less than all):                         Social Security or Other Taxpayer Identification Number:                        

FUNDAMENTAL CHANGE REPURCHASE ELECTION

TO: NATIONWIDE HEALTH PROPERTIES, INC.

THE BANK OF NEW YORK

The undersigned registered owner of shares of 7.75% Series B Cumulative Convertible Preferred Stock (the “Convertible Preferred Stock”) hereby acknowledges receipt of a notice from Nationwide Health Properties, Inc. (the “Corporation”) as to the occurrence of a Fundamental Change with respect to the Corporation and requests and instructs the Corporation to repurchase all of the shares of Convertible Preferred Stock set forth on the front of this share certificate or the portion thereof (which is in an integral multiple of whole shares) below designated, in accordance with the terms of the Articles Supplementary establishing the terms of the Convertible Preferred Stock, at the price of $100 per share, together with the Make-Whole Premium, if applicable, and accumulated and unpaid dividends to, but excluding, the Fundamental Change Repurchase Date, to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Articles Supplementary. The shares of Convertible Preferred Stock to which this notice relates shall be repurchased by the Corporation as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Articles Supplementary.

If the Corporation elects to pay the Fundamental Change Repurchase Price and/or the Make-Whole Premium, in whole or in part, in shares of Common Stock but such portion of the Fundamental Change Repurchase Price and/or the Make-Whole Premium shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the Fundamental Change Repurchase Price and/or the Make-Whole Premium in shares of Common Stock is not satisfied prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, the undersigned registered owner elects:

¨ to withdraw this Fundamental Change Repurchase Election as to __________ shares of Convertible Preferred Stock to which this Fundamental Change Repurchase Election relates (Certificate Numbers: ______________________________________________), or

¨ to receive cash in respect of _______________ shares of Convertible Preferred Stock to which this Fundamental Change Repurchase Election relates.

Dated:	Signature(s)
Share Certificate Number (if applicable):                                                          Number of shares to be repurchased (if less than all):                                    Social Security or Other Taxpayer Identification Number:	NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the share certificate in every particular without alteration or enlargement or any change whatever.

FOR VALUE RECEIVED,                                  hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

                                                                                                                                                                                                                                                          Shares

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                                                                      Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated:	X
Signature(s) Guaranteed	X
By                                                                                                                THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

EX-5.1

EXHIBIT 5.1

June 30, 2004

Nationwide Health Properties, Inc.

610 Newport Center Drive, Suite 1150

Newport Beach, CA 92660

Re: Nationwide Health Properties, Inc.

Series B 7.75% Cumulative Convertible Preferred Stock

(Form S-3, Registration Statement, File No. 333-105806)

Ladies and Gentlemen:

At your request, we have acted as special Maryland counsel to Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), in connection with its issuance and sale of up to 1,150,000 shares of Series B 7.75% Cumulative Convertible Preferred Stock, $1.00 par value per share (the “Preferred Shares”) of the Company, including up to 150,000 Preferred Shares which may be issued to cover over-allotments. The Preferred Shares are convertible into shares of common stock, $0.10 par value per share (the “Common Shares”), of the Company. The Preferred Shares are being offered in an underwritten public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-105806) as filed with the Securities and Exchange Commission (the “Registration Statement”).

We have examined the Company’s Charter, Bylaws and the Registration Statement. We have examined the articles supplementary to the Company’s Charter (“Articles Supplementary”) with respect to the Preferred Shares, as filed with the Maryland State Department of Assessments and Taxation (“SDAT”). We have examined and relied on a certificate of SDAT to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland, in good standing, and duly authorized to transact business in the State of Maryland, and such other documents and records of corporate proceedings as we have deemed necessary to our opinion expressed herein.

We have also assumed for purposes of this opinion that the Preferred Shares and the Common Shares will not be issued or transferred in violation of any provision or limitation contained in the Company’s Charter. We have further assumed, without independent investigation, the genuineness of signatures, the authenticity of all

Nationwide Health Properties, Inc.

June 30, 2004

Page 2

documents submitted to us as originals, and the conformity of copies to the originals. Except as otherwise indicated herein, we have not undertaken any independent investigation of factual matters.

Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:

1. The Preferred Shares have been duly authorized by all necessary corporate action on the part of the Company, and upon payment for and delivery of the Shares as anticipated in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

2. The Common Shares have been duly authorized by all necessary corporate action on the part of the Company, and when and if issued upon conversion of Preferred Shares in accordance with the Company’s Charter, including the Articles Supplementary, the Common Shares will be validly issued, fully paid and nonassessable.

This letter expresses our opinion with respect to the Maryland General Corporation Law governing the matters set forth above. It does not extend to securities or “Blue Sky” laws of Maryland or to federal securities laws or to other laws.

This opinion is furnished by us as special Maryland counsel for the Company and may be relied on only by the Company and by the firm of O’Melveny & Myers LLP in connection with its opinion to the Company in connection with the Registration Statement and the issuance and sale of the Preferred Shares and the Common Shares. It may not be used or relied on for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters.

This opinion is given as of the date hereof, and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise or change after the date of this opinion and come to our attention, or any future changes in laws.

Nationwide Health Properties, Inc.

June 30, 2004

Page 3

We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, event date June 30, 2004, incorporated by reference in the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus contained in the Registration Statement. We do not thereby admit that we are “experts” within the meaning of the Securities Act of 1933 and the rules and regulations thereunder.

Very truly yours,

/s/ VENABLE LLP

EX-99.1

Exhibit 99.1

NHP Announces Pricing of

Public Offering of Preferred Stock

NEWPORT BEACH, California, June 29, 2004 – Nationwide Health Properties, Inc. (NYSE: NHP) today announced the offering of 1,000,000 shares of its 7.75% Series B Cumulative Convertible Preferred Stock, each with a liquidation preference of $100 per share. The offering is being made pursuant to a shelf registration statement that became effective on October 16, 2003. The preferred shares will be convertible into NHP common stock upon the occurrence of certain events at an initial conversion price of $22.74 per share. This represents approximately a 20% premium based on the closing price of $18.95 for NHP common stock on June 28, 2004. In addition, the Company will grant to the underwriters a 30-day option to purchase up to an additional 150,000 shares of the preferred stock to cover over-allotments, if any.

The Company intends to use the net proceeds of the offering to pay down outstanding balances under its unsecured revolving bank line of credit.

J.P. Morgan Securities Inc. is acting as sole book-running manager for the offering. Banc of America Securities LLC, Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC are acting as co-managers for the offering.

This press release shall not constitute an offer to sell nor a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A prospectus supplement related to this offering may be obtained from:

J.P. Morgan Securities Inc.

Distribution and Support Services

1 Chase Manhattan Plaza, Floor 5B

New York, NY 10081

Nationwide Health Properties, Inc. is a real estate investment trust that invests in senior housing and long-term care facilities. The Company and its joint venture have investments in 402 facilities in 39 states. For more information on Nationwide Health Properties, Inc., visit the Company’s website at www.nhp-reit.com.

###

Certain information contained in this news release includes forward-looking statements. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not statements of historical facts. These statements may be identified, without limitation, by the use of forward looking terminology such as “may,” “will,” “anticipates,” “expects,” “believes,” “intends,” “should” or comparable terms or the negative thereof. All forward-looking statements included in this news release are based on information available to us on the date hereof. These statements speak only as of the date hereof, and we assume no obligation to update such forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. See the risk factors described in our annual report on Form 10-K filed with the SEC on March 9, 2004.