HEALTH CARE REIT, INC.



                                  $100,000,000



                               8.0% Notes due 2012



                             UNDERWRITING AGREEMENT

                             ----------------------





                                                                  March 12, 2003



Deutsche Bank Securities Inc.

UBS Warburg LLC

As Representatives of the Several Underwriters

   c/o Deutsche Bank Securities Inc.

   31 West 52nd Street, 25th Floor

   New York, New York  10019



Gentlemen:



     Health Care REIT, Inc., a Delaware corporation (the "Company"), proposes to

sell to the underwriters (the "Underwriters") named in Schedule II hereto for

whom you are acting as representatives (the "Representatives"), the principal

amount of its debt securities identified in Schedule I 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 the Securities set forth in Schedule I.



     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. 333-73936) 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







{PAGE}



     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, and the rules and regulations of the Commission

     thereunder (collectively, the "Trust Indenture Act"). 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

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