Preview | Underwriting Agreement |

Underwriting Agreement

HEALTH CARE REIT, INC.

6.200% Notes due June 1, 2016

UNDERWRITING AGREEMENT

Banc of America Securities LLC
Deutsche Bank Securities Inc.
UBS Securities LLC
As Representatives of the Several Underwriters
     c/o Deutsche Bank Securities Inc.
     60 Wall Street, 3rd Floor
     New York, New York 10005

Ladies and Gentlemen:

Health Care REIT, Inc., a Delaware corporation (the Company), proposes to sell to the underwriters (the Underwriters) named in Schedule I hereto for whom you are acting as representatives (the Representatives), $300,000,000 in principal amount of its debt securities identified in Schedule II hereto (the Securities), to be issued under the Indenture specified in such schedule (the Indenture) between the Company and the trustee identified in such schedule (the Trustee).

As the Representatives, you have advised the Company (a) that you are authorized to enter into this Agreement and (b) that the Underwriters are willing to purchase, acting severally and not jointly, the Securities set forth in Schedule I hereto.

In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:

1. Representations and Warranties of the Company. The Company represents and warrants as follows:

(i) A registration statement on Form S-3 (File No. 333-120917) with respect to the Securities has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations (the Rules and Regulations) of the Securities and Exchange Commission (the Commission) thereunder and has been filed with the Commission under the Securities Act. The Company has complied with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of Rule 430A of the Rules and Regulations) contained therein, the exhibits, financial statements and schedules, as finally amended and revised, and all documents incorporated by reference have heretofore been delivered by the Company to you. Such registration statement, herein referred to as the Registration Statement, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below and all

information incorporated by reference therein, has been declared effective by the Commission under the Securities Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement; and the Registration Statement and Prospectus as referred to below comply, or will comply, as the case may be, in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), and the rules and regulations of the Commission thereunder. The form of prospectus first filed by the Company with the Commission pursuant to its Rule 424(b) and Rule 430A, or if no such filing is required, the form of final prospectus included in the Registration Statement at the time the Registration Statement is declared effective, is herein referred to as the Prospectus. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a Preliminary Prospectus. Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and any supplements or amendments thereto filed with the Commission as of the date of such Preliminary Prospectus or Prospectus, as the case may be, and in the case of any reference herein to any Preliminary Prospectus or Prospectus, also shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or Prospectus, and any supplements or amendments thereto, filed with the Commission after the date of the filing of the Prospectus under Rule 424(b) or 430A, and prior to the termination of the offering of the Securities by the Underwriters. Any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus, as the case may be, shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the Exchange Act), and incorporated by reference into such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference into the Registration Statement. Any reference to the Prospectus herein shall be deemed to include the most recent prospectus supplement filed with respect to the Securities and shall also be deemed to include any documents incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 under the Securities Act.

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