Preview | Underwriting Agreement |

Underwriting Agreement

3,000,000 Shares

HEALTH CARE REIT, INC.

UNDERWRITING AGREEMENT

UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

Health Care REIT, Inc., a Delaware corporation (the Company), proposes to sell to UBS Securities LLC (the Underwriter), an aggregate of 3,000,000 shares (the Firm Shares) of the Companys Common Stock, $1.00 par value per share (Common Stock). The Company also proposes to sell at the Underwriters option an aggregate of up to 450,000 additional shares of the Companys Common Stock (the Option Shares) as set forth below.

As the Underwriter, you have advised the Company (a) that you are authorized to enter into this Agreement and (b) that you are willing to purchase the Firm Shares, plus such Option Shares if you elect to exercise the over-allotment option in whole or in part for your account. The Firm Shares and the Option Shares (to the extent such option is exercised) are herein collectively called the Shares.

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 Shares 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 Rules and Regulations. 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 Shares by the Underwriter. 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 Shares 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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