SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
HEALTH CARE REIT, INC.
____________________________
We, Bruce G. Thompson, Chairman of the Board and Chief
Executive Officer, and Erin C. Ibele, Vice President and Corporate
Secretary, of Health Care REIT, Inc., a Delaware corporation (the
"Corporation"), do hereby certify that, in accordance with the
General Corporation Law of the State of Delaware, Title 8, Sections
242 and 245 of the Delaware Code (hereinafter referred to as the
"GCL"), the Corporation's Certificate of Incorporation, which was
originally filed on April 4, 1985, is hereby integrated and
restated in its entirety to state as follows:
1. Name. The name of the Corporation is Health Care
REIT, Inc.
2. Registered Office and Agent. The address of the
Registered Office of the Corporation in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle.
The name of its registered agent at that address is The Corporation
Trust Company.
3. Purpose. The purpose of the Corporation is to engage
in any lawful act or activity for which a corporation may be
organized under the GCL.
4. Authorized Shares. The number of shares that the
Corporation is authorized to issue and have outstanding is
50,000,000, consisting of 40,000,000 shares of common stock with
par value of $1.00 per share (hereinafter referred to as the
"Common Stock"), and 10,000,000 shares of preferred stock with par
value of $1.00 per share (hereinafter referred to as the "Preferred
Stock"), which Preferred Stock shall have the terms and conditions
as specified in a resolution or resolutions to be adopted by the
Board of Directors of the Corporation.
5. Management of Business and Affairs. The following
provisions are inserted for the management of the business and the
conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(a) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
(b) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
(c) The initial Board of Directors shall be composed of
nine members, which number may be changed in the manner provided in
the By-Laws of the Corporation. Election of directors need not be
by written ballot unless the By-Laws so provide.
(d) In addition to the powers and authority hereinbefore
or by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the statutes of Delaware, this
Certificate of Incorporation, and the By-Laws of the Corporation;
provided, however, that no By-Law hereafter adopted shall
invalidate any prior act of the directors that would have been
valid if such By-Law had not been adopted.
6. Compromise or Arrangement with Creditors or
Stockholders. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them
and/or between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of the GCL or on
the application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of
Section 279 of the GCL, order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders
of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of
this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a
consequence of such compromise or arrangement, the said compromise
or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding
on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the
case may be, and also on this Corporation.
7. Director Liability. A director of the Corporation
shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
director derived any improper personal benefit. If the GCL is
amended after approval by the stockholders of this provision to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the extent
permitted by the GCL, as so amended.
Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.
8. Any action required or permitted to be taken by the
stockholders of the Company must be effected at a duly called
annual or special meeting of such holders and may not be effected
by any consent in writing by such holders. Except as otherwise
required by law and subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock
as to dividends or upon liquidation, special meetings of
stockholders of the Company may be called only by the Board of
Directors pursuant to a resolution approved by a majority of the
entire Board of Directors.
I, Bruce G. Thompson, being the Chairman of the Board and
Chief Executive Officer of the Corporation, do hereby declare and
certify that the foregoing Second Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of
GCL Sections 242 and 245, and that the foregoing Second Restated
Certificate of Incorporation only restates and integrates and does
not further amend the provisions of the Corporation's Certificate
of Incorporation, as amended and supplemented, and that there is no
discrepancy between those provisions and the provisions of this
Second Restated Certificate of Incorporation, and I further state
that the execution of the Second Restated Certificate of
Incorporation is my own act and deed and that the facts herein
stated are true, and accordingly I have hereunto set my hand this
___ day of July, 1994.
___________________________________
Bruce G. Thompson, Chairman of the
Board and Chief Executive Officer
Attested By_____________________________________
Erin C. Ibele, Vice-President and
Corporate Secretary
STATE OF OHIO )
) SS:
COUNTY OF LUCAS )
The foregoing Second Restated Certificate of Incorporation
of Health Care REIT, Inc. was acknowledged before me this ___ day
of July, 1994 by Bruce G. Thompson, Chairman of the Board and
Chief Executive Officer, on behalf of Health Care REIT, Inc., a
Delaware corporation.
______________________________________
Notary Public