Exhibit 1.1

                                                                  EXECUTION COPY

                                3,200,000 SHARES


                             HEALTH CARE REIT, INC.

                                  Common Stock

                                ($1.00 Par Value)


                             UNDERWRITING AGREEMENT
                             ----------------------


                                                              September 23, 2003

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

Gentlemen:

         Health Care REIT, Inc., a Delaware corporation (the "Company"),
proposes to sell to the several underwriters (the "Underwriters") named in
Schedule I hereto for whom you are acting as representatives (the
"Representatives"), an aggregate of 3,200,000 shares (the "Firm Shares") of the
Company's 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 480,000
additional shares of the Company's Common Stock (the "Option Shares") as set
forth below.

         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 Firm Shares, plus such Option Shares if the Underwriters
elect to exercise the over-allotment option in whole or in part for the account
of the Underwriters. 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.
         333-107280) 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 "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 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 Act
         and no post-effective amendment to the Registration Statement has been
         filed as of the date of this Agreement. 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 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
         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 and 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 refer to and
         include the most recent prospectus supplement filed with respect to the
         Shares and shall also be deemed to include any documents incorporated
         by reference therein pursuant to Item 12 of Form S-3 under the Act.

                  (ii) The Company has been duly organized and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware, with corporate power and authority to own its properties
         and conduct its business as described in the Registration Statement;
         the Company is duly qualified to transact business in all jurisdictions
         in which the conduct of its business requires such qualification, and
         in which the failure to qualify would (a) have a materially adverse
         effect upon the business of the Company and its Subsidiaries, taken as
         a whole, (b) adversely affect the issuance, validity or enforceability
         of the Shares or (c) adversely affect the consummation of the
         transactions contemplated by this Agreement (each of (a), (b) and (c)
         above, a "Material Adverse Effect"); except for HCRI Pennsylvania
         Properties, Inc., HCRI Texas Properties, Inc., HCRI Overlook Green,
         Inc., HCRI Nevada Properties, Inc., Health Care REIT International,
         Inc., HCRI Southern Investments I, Inc., HCN BCC Holdings, Inc., HCRI
         Tennessee Properties, Inc., HCRI Limited Holdings, Inc., HCRI Texas
         Properties, Ltd., Pennsylvania BCC Properties, Inc., HCN Atlantic GP,
         Inc., HCN Atlantic LP, Inc., HCRI Louisiana Properties, L.P., HCRI
         North Carolina Properties, LLC, HCRI Massachusetts Properties, Inc.,
         HCRI Massachusetts Properties Trust, HCRI Indiana Properties, Inc.,
         HCRI Indiana Properties, LLC, HCRI Holdings Trust, HCRI Maryland
         Properties LLC, HCRI Satyr Hill, LLC, HCRI Friendship, LLC, HCRI St.
         Charles, LLC, HCRI Massachusetts Properties Trust II, HCRI Beachwood,
         Inc., HCRI Broadview, Inc., HCRI Westlake, Inc., HCRI Westmoreland,
         Inc., HCRI Wisconsin Properties, LLC, HCRI North Carolina Properties I,
         Inc., HCRI North



                                       2


         Carolina Properties II, Inc., HCRI North Carolina Properties III,
         Limited Partnership, HCRI Kentucky Properties, LLC, HCRI Laurel, LLC,
         HCRI Mississippi Properties, Inc., HCRI Illinois Properties, LLC, HCRI
         Missouri Properties, LLC, HCRI Surgical Properties, LLC, HCRI Tucson
         Properties, Inc., HCRI Stonecreek Properties, LLC, HCRI Cold Springs
         Properties, LLC, HCRI Eddy Pond Properties Trust and HCRI Investments,
         Inc., the Company has no operating Subsidiaries.

                 (iii) The outstanding shares of Common Stock of the Company
         have been duly authorized and validly issued and are fully paid and
         non-assessable and are duly listed on the New York Stock Exchange; the
         Shares to be issued and sold by the Company have been duly authorized
         and when issued and paid for as contemplated herein will be validly
         issued, fully-paid and non-assessable; and no preemptive or similar
         rights of stockholders exist with respect to any of the Shares or the
         issue and sale thereof.

                  (iv) The shares of authorized capital stock of the Company,
         including the Shares, conform with the statements concerning them in
         the Registration Statement and the Prospectus.

                   (v) The Commission has not issued an order preventing or
         suspending the use of any Preliminary Prospectus relating to the
         proposed offering of the Shares nor instituted proceedings for that
         purpose. As of the date it became effective the Registration Statement
         contained, and the Prospectus, and any amendments or supplements
         thereto will contain, as of the date the Prospectus, such amendment or
         supplement is filed with the Commission, all statements which are
         required to be stated therein by, and in all material respects conform
         to or will conform to, as the case may be, the requirements of the Act
         and the Rules and Regulations. The documents incorporated by reference
         in the Prospectus, at the time they were or will be filed with the
         Commission, as the case may be, conformed or will conform at the time
         of filing, in all material respects to the requirements of the Exchange
         Act or the Act, as applicable, and the Rules and Regulations of the
         Commission thereunder. The Registration Statement did not, as of the
         date it became effective, contain and any amendment thereto, including
         any documents incorporated by reference therein, will not contain, any
         untrue statement of a material fact and did not omit and will not omit
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading. The Prospectus and any
         amendments and supplements thereto, as of the date of the Prospectus,
         the date such amendment or supplement is filed with the Commission and
         the Closing Date and the Option Closing Date, including any documents
         incorporated by reference therein, do not contain and will not contain,
         as the case may be, any untrue statement of a material fact and do not
         omit and will not omit to state any material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, that the Company makes no
         representations or warranties as to information contained in or omitted
         from the Registration Statement or the Prospectus, or any such
         amendment or supplement, or any documents incorporated by reference
         therein, in reliance upon, and in conformity with, written information
         furnished to the Company by or on behalf of the Underwriters,
         specifically for use in the preparation thereof.

                  (vi) The financial statements of the Company, together with
         related notes and schedules as set forth or incorporated by reference
         in the Registration Statement, present fairly the financial position
         and the results of operations of the Company at the indicated dates and
         for the indicated periods. Such financial statements and the related
         notes and schedules have been prepared in accordance with generally
         accepted accounting principles, consistently applied throughout the
         periods involved, and all adjustments necessary for a fair presentation
         of results for such periods have been made. The summary financial and
         statistical data included or incorporated by reference in the
         Registration Statement present fairly the information shown


                                       3


         therein and, to the extent based upon or derived from the financial
         statements, have been compiled on a basis consistent with the financial
         statements presented therein.

                 (vii) There is no action or proceeding pending or, to the
         knowledge of the Company, threatened against the Company or involving
         any property of the Company before any court or administrative agency
         which might reasonably be expected to result in any Material Adverse
         Effect, except as set forth in the Registration Statement.

                (viii) The Company has good and marketable title to all of the
         properties and assets reflected in the financial statements hereinabove
         described (or as described in the Registration Statement as owned by
         it), subject to no lien, mortgage, pledge, charge or encumbrance of any
         kind except those reflected in such financial statements (or as
         described in the Registration Statement) or which are not material in
         amount or which do not interfere with the use made or proposed to be
         made of the property. The leases, agreements to purchase and mortgages
         to which the Company is a party, and the guaranties of third parties
         (a) are the legal, valid and binding obligations of the Company and, to
         the knowledge of the Company, of all other parties thereto, and the
         Company knows of no default or defenses currently existing with respect
         thereto which might reasonably be expected to result in any Material
         Adverse Effect, and (b) conform to the descriptions thereof set forth
         in the Registration Statement. Each mortgage which the Company holds on
         the properties described in the Registration Statement constitutes a
         valid mortgage lien for the benefit of the Company on such property.

                  (ix) The Company has filed all Federal, state and foreign
         income tax returns which have been required to be filed and has paid
         all taxes indicated by said returns and all assessments received by it
         to the extent that such taxes have become due and are not being
         contested in good faith. All tax liabilities have been adequately
         provided for in the financial statements of the Company.

                   (x) Since the respective dates as of which information is
         given in the Registration Statement, as it may be amended or
         supplemented, there has not been any material adverse change or any
         development involving a prospective material adverse change in or
         affecting the condition, financial or otherwise, of the Company or the
         earnings, business affairs, management, or business prospects of the
         Company, whether or not occurring in the ordinary course of business,
         and the Company has not incurred any material liabilities or
         obligations and there has not been any material transaction entered
         into by the Company, other than transactions in the ordinary course of
         business and changes and transactions contemplated by the Registration
         Statement, as it may be amended or supplemented. The Company has no
         material contingent obligations which are not disclosed in the
         Registration Statement, as it may be amended or supplemented.

                  (xi) The Company is not (a) in default under any agreement,
         lease, contract, indenture or other instrument or obligation to which
         it is a party or by which it or any of its properties is bound or the
         Company's certificate of incorporation or by-laws, (b) in violation of
         any statute, or (c) in violation of any order, rule or regulation
         applicable to the Company or its properties, of any court or of any
         regulatory body, administrative agency or other governmental body, any
         of which defaults or violations described in clauses (a) through (c)
         will have, or after any required notice and passage of any applicable
         grace period would have, a Material Adverse Effect. The consummation of
         the transactions herein contemplated and the fulfillment of the terms
         hereof will not conflict with or constitute a violation of any statute
         or conflict with or result in a breach of any of the terms or
         provisions of, or constitute a default under, any indenture, mortgage,
         deed of trust or other agreement or instrument to which the Company is
         a party or by which the Company


                                       4


         or the Company's properties may be bound, or of the certificate of
         incorporation or by-laws of the Company or any order, rule or
         regulation applicable to the Company or the Company's properties or of
         any court or of any regulatory body, administrative agency or other
         governmental body.

                 (xii) Each approval, consent, order, authorization,
         designation, declaration or filing by or with any regulatory,
         administrative or other governmental body necessary in connection with
         the execution and delivery by the Company of this Agreement and the
         consummation of the transactions herein contemplated (except for the
         filing of a supplement to the Prospectus relating to the Shares or such
         additional steps as may be required by the National Association of
         Securities Dealers, Inc. (the "NASD") or may be necessary to qualify
         the Shares for public offering by the Underwriters under state
         securities or Blue Sky laws) has been obtained or made by the Company,
         and is in full force and effect.

                (xiii) The Company holds all material licenses, certificates and
         permits from governmental authorities which are necessary to the
         conduct of its businesses and the Company has not received any notice
         of infringement or of conflict with asserted rights of others with
         respect to any patents, patent rights, trade names, trademarks or
         copyrights, which infringement is material to the business of the
         Company.

                 (xiv) The Company qualifies as a real estate investment trust
         pursuant to Sections 856 through 860 of the Internal Revenue Code of
         1986, as amended, has so qualified for the taxable years ended December
         31, 1984 through December 31, 2002 and no transaction or other event
         has occurred or is contemplated which would prevent the Company from so
         qualifying for its current taxable year.

                  (xv) To the best of the Company's knowledge, Ernst & Young
         LLP, who have certified certain of the financial statements and related
         schedules filed with the Commission as part of, or incorporated by
         reference in, the Registration Statement, are independent public
         accountants as required by the Act and the Rules and Regulations.

                 (xvi) To the knowledge of the Company, after inquiry of its
         officers and directors, there are no affiliations with the NASD among
         the Company's officers, directors, or principal stockholders, except as
         set forth in the Registration Statement or as otherwise disclosed in
         writing to the Underwriters.

                 (xvii) This Agreement has been duly authorized, executed and
         delivered by the Company.

                 (xviii) Neither the Company nor any of its officers or
         directors has taken nor will any of them take, directly or indirectly,
         any action resulting in a violation of Regulation M promulgated under
         the Exchange Act, or designed to cause or result in, or which has
         constituted or which reasonably might be expected to constitute, the
         stabilization or manipulation of the price of the Company's Common
         Stock. The Company acknowledges that the Underwriters may engage in
         transactions that stabilize, maintain or otherwise affect the price of
         the Common Stock, including stabilizing bids, syndicate covering
         transactions and the imposition of penalty bids.

                 (xix) The Shares have been approved for listing upon official
         notice of issuance on the New York Stock Exchange.

                 (xx) The Company is not, and immediately after the sale of the
         Shares pursuant to the terms and conditions of this Agreement will not
         be, an "investment company" or a company


                                       5


         "controlled" by an "investment company" within the meaning of the
         Investment Company Act of 1940.

         2. PURCHASE, SALE AND DELIVERY OF THE SHARES. On the basis of the
representations, warranties and covenants herein contained, and subject to the
conditions herein set forth, the Company agrees to sell to the Underwriters, and
each Underwriter agrees, severally and not jointly, to purchase, at a price of
$28.74 per share, the Firm Shares.

                  Payment for the Firm Shares to be sold hereunder is to be made
by Federal Funds wire transfer to an account designated by the Company for the
Firm Shares to be sold by the Company against delivery of the Firm Shares
therefor to the Representatives through the facilities of The Depository Trust
Company ("DTC"). Such payment and delivery are to be made at 10:00 a.m. New York
time, on the third business day after the date of this Agreement or at such
other time and date not later than three business days thereafter as you and the
Company shall agree upon, such time and date being herein referred to as the
"Closing Date." (As used herein, "business day" means a day on which the New
York Stock Exchange is open for trading and on which banks in New York are open
for business and not permitted by law or executive order to be closed).

                  In addition, on the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company hereby grants an option to the Underwriters to purchase
severally the Option Shares at the price per share as set forth in the first
paragraph of this Section 2. The option granted hereby may be exercised in whole
or in part by giving notice (i) at any time before the Closing Date and (ii)
only once thereafter within 30 days after the date of this Agreement, by the
Representatives to the Company setting forth the number of Option Shares as to
which the several Underwriters are exercising the option and the time and date
at which such certificates are to be delivered. The time and date at which the
Option Shares are to be delivered shall be determined by the Representatives but
shall not be earlier than three nor later than 10 full business days after the
exercise of such option, nor in any event prior to the Closing Date (such time
and date being herein referred to as the "Option Closing Date"). If the date of
exercise of the option is three or more days before the Closing Date, the notice
of exercise shall set the Closing Date as the Option Closing Date. The option
with respect to the Option Shares granted hereunder may be exercised only to
cover over-allotments in the sale of the Firm Shares by the Underwriters. You,
as Representatives of the several Underwriters, may cancel such option at any
time prior to its expiration by giving written notice of such cancellation to
the Company. To the extent, if any, that the option is exercised, payment for
the Option Shares shall be made by Federal Funds wire transfer to an account
designated by the Company for the Option Shares to be sold by the Company
against delivery of the Option Shares through the facilities of DTC. Such
payment and delivery are to be made at 10:00 a.m. New York time on the Option
Closing Date.

         3. OFFERING BY THE UNDERWRITERS. It is understood that the several
Underwriters are to make a public offering of the Shares as soon as the
Representatives deem it advisable to do so. The Shares are to be initially
offered to the public at the public offering price and upon the terms set forth
in the Prospectus. The Representatives may from time to time thereafter change
the public offering price and other selling terms.

         4. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
Underwriters that:

                   (i) The Company will (a) prepare and timely file with the
         Commission under Rule 424(b) of the Rules and Regulations, if the final
         form of the prospectus is not included in the Registration Statement at
         the time the Registration Statement is declared effective, a Prospectus



                                       6


         containing information previously omitted at the time of effectiveness
         of the Registration Statement in reliance on Rule 430A, if applicable,
         of the Rules and Regulations, (b) use its best efforts to cause the
         Registration Statement to remain in effect as to the Shares for so long
         as the Representatives may deem necessary in order to complete the
         distribution of the Shares, (c) not file any amendment to the
         Registration Statement or supplement to the Prospectus, or document
         incorporated by reference therein, of which the Representatives shall
         not previously have been advised and furnished with a copy or to which
         the Representatives shall have reasonably objected in writing or which
         is not in compliance with the Rules and Regulations for so long as the
         Representatives may deem necessary in order to complete the
         distribution of the Shares and (d) file on a timely basis all reports
         and any definitive proxy or information statements required to be filed
         by the Company with the Commission subsequent to the date of the
         Prospectus and prior to the termination of the offering of the Shares
         by the Underwriters; provided, however, that for each such report or
         definitive proxy or information statement, the Company will not file
         any such report or definitive proxy or information statement, or
         amendment thereto, of which the Representatives shall not previously
         have been advised and furnished with a copy or to which the
         Representatives shall have reasonably objected in writing or which is
         not in compliance with the Rules and Regulations.

                  (ii) The Company will advise the Representatives promptly of
         any request of the Commission for amendment of the Registration
         Statement or for supplement to the Prospectus or for any additional
         information, of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the use
         of the Prospectus or of the institution of any proceedings for that
         purpose for so long as the Representatives may deem necessary in order
         to complete the distribution of the Shares, or of the suspension of the
         qualification of the Shares for offering or sale in any jurisdiction,
         and the Company will use its best efforts to prevent (a) the issuance
         of any such stop order preventing or suspending the use of the
         Prospectus, or (b) any such suspension of the qualification of the
         Shares for offering or sale in any jurisdiction, and to obtain as soon
         as possible the lifting of any such stop order, if issued, or such
         suspension of qualification.

                 (iii) The Company will deliver to, or upon the order of, the
         Representatives, from time to time, as many copies of any Preliminary
         Prospectus as the Representatives may reasonably request. The Company
         will deliver to, or upon the order of, the Representatives during the
         period when delivery of a Prospectus is required under the Act, as many
         copies of the Prospectus in final form, or as thereafter amended or
         supplemented, as the Representatives may reasonably request. The
         Company will deliver to the Representatives at or before the Closing
         Date, one signed copy of the Registration Statement and all amendments
         thereto including all exhibits filed therewith, and will deliver to the
         Representatives such number of copies of the Registration Statement,
         including documents incorporated by reference therein, but without
         exhibits, and of all amendments thereto, as the Representatives may
         reasonably request.

                  (iv) Subject to the provisions of Section 4(i) above, if
         during the period in which a prospectus is required by law to be
         delivered by an Underwriter or a dealer any event shall occur as a
         result of which, in the judgment of the Company or in the opinion of
         counsel for the Underwriters, it becomes necessary to amend or
         supplement the Prospectus in order to make the statements therein, in
         the light of the circumstances existing at the time the Prospectus is
         delivered to a purchaser, not misleading, or, if it is necessary at any
         time to amend or supplement the Prospectus to comply with any law, the
         Company promptly will either (a) prepare and file with the Commission
         an appropriate amendment to the Registration Statement or supplement to
         the Prospectus or (b) prepare and file with the Commission an
         appropriate filing under the Exchange Act which shall be incorporated
         by reference in the Prospectus so that the Prospectus


                                       7


         as so amended or supplemented will not, in the light of the
         circumstances when it is so delivered, be misleading, or so that the
         Prospectus will comply with law.

                   (v) The Company will timely file such reports pursuant to the
         Exchange Act as are necessary in order to make generally available to
         securityholders as soon as practicable an earnings statement in
         conformity with Rule 158 under the Act for the purposes of, and to
         provide the benefits contemplated by, the last paragraph of Section
         11(a) of the Act.

                  (vi) The Company will, for a period of five years from the
         Closing Date, deliver to the Representatives copies of annual reports
         and copies of all other documents, reports and information furnished by
         the Company to its stockholders or filed with any securities exchange
         pursuant to the requirements of such exchange or with the Commission
         pursuant to the Act or the Exchange Act. The Company will deliver to
         the Representatives similar reports with respect to significant
         subsidiaries, as that term is defined in the Rules and Regulations,
         which are not consolidated in the Company's financial statements.

                 (vii) No offering, sale or other disposition of any Common
         Stock of the Company will be made for a period of 90 days after the
         date of this Agreement, directly or indirectly, by the Company
         otherwise than hereunder or with the prior written consent of the
         Representatives except that the Company may, without such consent, (i)
         issue securities under the Company's equity compensation plans for
         officers, employees, and non-employee directors described in the
         Company's Annual Report on Form 10-K for the fiscal year ended December
         31, 2002; (ii) issue shares upon the exercise of options or other stock
         rights issued pursuant to the Company's equity compensation plans for
         officers, employees, and non-employee directors described in the
         Company's Annual Report on Form 10-K for the fiscal year ended December
         31, 2002; (iii) sell shares of Common Stock pursuant to the Amended and
         Restated Dividend Reinvestment and Stock Purchase Plan filed with the
         Commission on May 21, 2003; or (iv) issue up to $30.0 million worth of
         one or more new series of convertible Preferred Stock, par value $1.00,
         and issue shares of Common Stock as required upon the exercise of the
         conversion rights of such Preferred Stock.

         5. COSTS AND EXPENSES. The Company will pay all costs, expenses and
fees incident to the performance of its obligations under this Agreement,
including, without limiting the generality of the foregoing, the following:
accounting fees of the Company; the fees and disbursements of counsel for the
Company; the cost of printing and delivering to, or as requested by, the
Underwriter, copies of the Registration Statement, Preliminary Prospectuses, the
Prospectus, this Agreement, the applicable listing agreement for the New York
Stock Exchange; the filing fees of the Commission; the filing fees and expenses
(including legal fees and disbursements) incident to securing any required
review by the NASD of the terms of the sale of the Shares; the fees incident to
the listing agreement for the New York Stock Exchange. Any transfer taxes
imposed on the sale of the Shares to the several Underwriters will be paid by
the Company. The Company shall not, however, be required to pay for any of the
Underwriters' expenses except that, if this Agreement shall not be consummated
because the conditions in Section 7 hereof are not satisfied, or because this
Agreement is terminated by the Representatives pursuant to Section 6 hereof, or
this Agreement is terminated pursuant to Section 10(i)(a) hereof, or by reason
of any failure, refusal or inability on the part of the Company to perform any
undertaking or satisfy any condition of this Agreement or to comply with any of
the terms hereof on its part to be performed, unless such failure to satisfy
said condition or to comply with said terms be due to the default or omission of
any Underwriter, then the Company shall reimburse the several Underwriters for
reasonable out-of-pocket expenses, including fees and disbursements of counsel,
reasonably incurred in connection with investigating, marketing and proposing to
market the Shares or in contemplation of performing its


                                       8


obligations hereunder, but the Company shall not in any event be liable to any
of the several Underwriters for damages on account of loss of anticipated
profits from the sale by it of the Shares.

         6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS. The several
obligations of the Underwriters to purchase the Firm Shares on the Closing Date
and the Option Shares, if any, on the Option Closing Date is subject to the
accuracy, as of the Closing Date or the Option Closing Date, as the case may be,
of the representations and warranties of the Company contained herein, and to
the performance by the Company of its covenants and obligations hereunder and to
the following additional conditions:

                  (i) No stop order suspending the effectiveness of the
         Registration Statement, as amended from time to time, shall have been
         issued and no proceedings for that purpose shall have been taken or, to
         the knowledge of the Company, shall be contemplated or threatened by
         the Commission.

                  (ii) The Representatives shall have received on the Closing
         Date or the Option Closing Date, as the case may be, the opinion of
         Shumaker, Loop & Kendrick, LLP, counsel for the Company, dated the
         Closing Date or the Option Closing Date, as the case may be, and
         addressed to the Representatives, as representatives of the several
         Underwriters, to the effect that:

                            (a) The Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of the State of Delaware, with corporate power and
                  authority to own its properties and conduct its business as
                  described in the Prospectus.

                            (b) The Company is duly qualified to transact
                  business in all jurisdictions in which the conduct of its
                  business requires such qualification, and in which the failure
                  to qualify would have a Material Adverse Effect.

                            (c) The Company has authorized and outstanding
                  capital stock as set forth under the caption "Capitalization"
                  in the Prospectus or a referenced amendment or supplement
                  thereto; the authorized shares of its Common Stock have been
                  duly authorized; the outstanding shares of its Common Stock
                  have been duly authorized and validly issued and are fully
                  paid and nonassessable; all of the Shares conform in all
                  material respects to the description thereof contained in the
                  Prospectus; the certificates for the Shares are in due and
                  proper form; the shares of Common Stock, including Option
                  Shares, if any, to be sold by the Company pursuant to this
                  Agreement have been duly authorized and will be validly
                  issued, fully paid and non-assessable when issued and paid for
                  as contemplated by this Agreement; and no preemptive or
                  similar rights of stockholders exist with respect to any of
                  the Shares or the issue and sale thereof.

                            (d) The Registration Statement has become effective
                  under the Act and, to such counsel's knowledge no stop order
                  proceedings with respect thereto have been instituted or are
                  pending or threatened under the Act.

                            (e) The Registration Statement, the Prospectus and
                  each amendment or supplement thereto and documents
                  incorporated by reference therein comply as to form in all
                  material respects with the requirements of the Act or the
                  Exchange Act, as applicable, and Rules and Regulations (except
                  that such counsel need express no opinion as to the financial
                  statements, schedules and other financial or statistical
                  information included or incorporated by reference therein).

                                       9


                            (f) The statements under the caption "Description of
                  Our Common Stock" in the Prospectus, insofar as such
                  statements constitute a summary of documents referred to
                  therein or matters of law, are accurate summaries and fairly
                  and correctly present in all material respects the information
                  called for with respect to such documents and matters.

                            (g) The statements under the caption "Certain
                  Government Regulations" in the Company's Annual Report on Form
                  10-K, and any amendments thereto, for the fiscal year ended
                  December 31, 2002 as to matters of law stated therein, have
                  been reviewed by such counsel and constitute fair summaries of
                  the matters described therein which are material to the
                  business or condition (financial or otherwise) of the Company.

                            (h) Such counsel does not know of any contracts or
                  documents required to be filed as exhibits to or incorporated
                  by reference in the Registration Statement or described in the
                  Registration Statement or the Prospectus or any amendment or
                  supplement thereto which are not so filed, incorporated by
                  reference or described as required, and such contracts and
                  documents as are summarized in the Registration Statement or
                  the Prospectus or any amendment or supplement thereto are
                  fairly summarized in all material respects.

                            (i) Such counsel knows of no material legal
                  proceedings pending or threatened against the Company except
                  as set forth in the Prospectus or any amendment or supplement
                  thereto.

                            (j) The execution and delivery of this Agreement and
                  the consummation of the transactions herein contemplated do
                  not and will not conflict with or constitute a violation of
                  any statute or conflict with or result in a breach of any of
                  the terms or provisions of, or constitute a default under, the
                  certificate of incorporation or by-laws of the Company, any
                  material agreement or instrument known to such counsel to
                  which the Company is a party or by which the Company or the
                  Company's properties may be bound or any order known to such
                  counsel or rule or regulation applicable to the Company or the
                  Company's properties of any court or governmental agency or
                  body.

                            (k) This Agreement has been duly authorized,
                  executed and delivered by the Company.

                            (l) No approval, consent, order, authorization,
                  designation, declaration or filing by or with any regulatory,
                  administrative or other governmental body is necessary in
                  connection with the execution and delivery of this Agreement
                  and the consummation of the transactions herein contemplated
                  (other than as may be required by the NASD or as required by
                  state securities and Blue Sky laws as to which such counsel
                  need express no opinion) except such as have been obtained or
                  made by the Company, specifying the same.

                            (m) The Company is not an "investment company" or a
                  company "controlled" by an "investment company" within the
                  meaning of the Investment Company Act of 1940.

                  In addition, either such counsel or Arnold & Porter, special
         tax counsel to the Company, will provide an opinion, based on such
         counsel's own review of the Company's certificate of incorporation,
         stating that the Company was organized and continues to be organized in



                                       10


         conformity with the requirements for qualification as a real estate
         investment trust under subchapter M of the Internal Revenue Code of
         1986, as amended, (the "Code") and, based on such counsel's review of
         the Company's federal income tax returns and discussions with
         management and independent public accountants for the Company, that the
         Company, taking into account operations for its taxable and fiscal
         years ended December 31, 1999 through December 31, 2002, satisfied the
         requirements for qualification and taxation as a real estate investment
         trust under the Code for such years and that its proposed method of
         operation will enable it to meet the requirements for qualification and
         taxation as a real estate investment trust under the Code for its
         taxable and fiscal year ending December 31, 2003. Furthermore, such
         counsel shall opine that the statements contained under the heading
         "U.S. Federal Income Tax Considerations" in the Registration Statement
         or Prospectus and under the heading "Taxation" in the Company's Annual
         Report on Form 10-K, and any amendments, for the fiscal year ended
         December 31, 2002 are correct and accurate in all material respects and
         present fairly and accurately the material aspects of the federal
         income tax treatment of the Company and of its stockholders.

                  In rendering such opinion, such counsel may rely as to matters
         governed by the laws of states other than the laws of State of Ohio,
         the corporate laws of the State of Delaware or Federal laws on local
         counsel in such jurisdictions, provided that in such case such counsel
         shall state that they believe that they and the Underwriters are
         justified in relying on such other counsel and such other counsel shall
         indicate that the Underwriters may rely on such opinion. As to matters
         of fact, to the extent they deem proper, such counsel may rely on
         certificates of officers of the Company and public officials so long as
         such counsel states that they have no reason to believe that either the
         Representatives or they are not justified in relying on such
         certificates. In addition to the matters set forth above, the opinion
         of Shumaker, Loop & Kendrick, LLP shall also include a statement to the
         effect that nothing has come to the attention of such counsel which
         leads them to believe that (a) the Registration Statement or any
         amendment thereto, as of the time it became effective under the Act, or
         any of the documents incorporated by reference therein, as of the date
         of effectiveness of the Registration Statement or, in the case of
         documents incorporated by reference into the Prospectus after the date
         of effectiveness of the Registration Statement, as of the respective
         date when such documents were filed with the Commission, contained an
         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 (b) the Prospectus or any supplement
         thereto, on the date it was filed pursuant to Rule 424(b), contained an
         untrue statement of a material fact or omitted 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, and (y) the
         Registration Statement or any amendment thereto, or any of the
         documents incorporated by reference therein, as of the date of
         effectiveness of the Registration Statement or, in the case of
         documents incorporated by reference into the Prospectus after the date
         of effectiveness of the Registration Statement, as of the respective
         date when such documents were filed with the Commission, or as of the
         Closing Date or the Option Closing Date, as the case may be, 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 (except that such counsel need express no view
         as to financial statements, schedules and other financial information
         included therein), and (z) the Prospectus or any supplement thereto, as
         of the date it was filed pursuant to Rule 424(b), or as of the Closing
         Date or the Option Closing Date, as the case may be, contain an untrue
         statement of a material fact 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 (except that such counsel
         need express no view as to financial statements, schedules and other
         financial information included therein). With respect to such
         statement, Shumaker, Loop &


                                       11


         Kendrick, LLP, may state that this statement is based upon the
         procedures set forth or incorporated by reference therein, but is
         without independent check and verification.

                  (iii) The Representatives shall have received from Calfee,
         Halter & Griswold LLP, counsel for the Underwriters, an opinion dated
         the Closing Date or the Option Closing Date, as the case may be, with
         respect to the organization of the Company, the validity of the Shares,
         the Registration Statement, the Prospectus and other related matters as
         the Representatives reasonably may request and such counsel shall have
         received such papers and information as they reasonably request to
         enable them to pass upon such matters.

                  (iv) At the time of execution of this Agreement, the
         Representatives shall have received from Ernst & Young LLP a signed
         letter, in form and substance satisfactory to the Representatives,
         dated the date hereof (i) confirming that they are independent public
         accountants within the meaning of the Act and are in compliance with
         the applicable requirements relating to the qualification of
         accountants under Rule 2-01 of Regulation S-X of the Commission and
         (ii) stating, as of the date hereof (or, with respect to matters
         involving changes or developments since the respective dates as of
         which specified financial information is given in the Prospectus, as of
         a date not more than five days prior to the date hereof), the
         conclusions and findings of such firm with respect to the financial
         information and other matters ordinarily covered by accountants'
         "comfort letters" to underwriters in connection with registered public
         offerings.

                  (v) With respect to the letter or letters of Ernst & Young LLP
         referred to in the preceding paragraph and delivered to the
         Representatives concurrently with the execution of this Agreement (the
         "initial letters"), the Company shall have furnished to the
         Representatives a letter, in form and substance satisfactory to the
         Representatives (the "bring-down letter"), of such accountants, dated
         the Closing Date and the Option Closing Date, if any, (i) confirming
         that they are independent public accountants within the meaning of the
         Act and are in compliance with the applicable requirements relating to
         the qualification of accountants under Rule 2-01 of Regulation S-X of
         the Commission, (ii) stating, as of the date of the bring-down letter
         (or, with respect to matters involving changes or developments since
         the respective dates as of which specified financial information is
         given in the Prospectus, as of a date not more than five days prior to
         the date of the bring-down letter), the conclusions and findings of
         such firm with respect to the financial information and other matters
         covered by the initial letters and (iii) confirming in all material
         respects the conclusions and findings set forth in the initial letters.

                  (vi) The Representatives shall have received on the Closing
         Date or the Option Closing Date, as the case may be, a certificate or
         certificates of the Chairman of the Board and Chief Executive Officer
         and the President and Chief Financial Officer of the Company to the
         effect that as of the Closing Date or the Option Closing Date, as the
         case may be, each of them severally represents as follows:

                            (a) The Registration Statement has become effective
                  under the Act and no stop order suspending the effectiveness
                  of the Registration Statement has been issued, and no
                  proceedings for such purpose have been taken or are, to his
                  knowledge, contemplated by the Commission.

                            (b) He does not know of any litigation instituted or
                  threatened against the Company of a character required to be
                  disclosed in the Registration Statement which is not so
                  disclosed; he does not know of any material contract required
                  to be filed as an exhibit to the Registration Statement which
                  is not so filed; and the representations and


                                       12


                  warranties of the Company contained in Section 1 hereof are
                  true and correct as of the Closing Date or the Option Closing
                  Date, as the case may be.

                            (c) He has carefully examined the Registration
                  Statement and the Prospectus and in his opinion, as of the
                  effective date of the Registration Statement, the statements
                  contained in the Registration Statement, including any
                  document incorporated by reference therein, were true and
                  correct, and such Registration Statement and Prospectus, or
                  any document incorporated by reference therein, did not omit
                  to state a material fact required to be stated therein or
                  necessary in order to make the statements therein not
                  misleading and, in his opinion, since the effective date of
                  the Registration Statement, no event has occurred which should
                  have been set forth in a supplement to or an amendment of the
                  Prospectus which has not been so set forth in such supplement
                  or amendment.

                  (vii) The Representatives shall have received at or prior to
         the Closing Date, an agreement, in form and substance satisfactory to
         the Representatives, signed by the directors and executive officers of
         the Company to the effect that they will not, prior to the expiration
         of 90 days from the date of this Agreement, offer, sell or otherwise
         dispose of any shares of Common Stock of the Company or any securities
         that the directors and executive officers has, or will have the right
         to acquire through the exercise of options, warrants, subscription or
         other rights without the prior written consent of the Representatives,
         except pursuant to (i) bona fide gifts to transferees who agree in
         writing to be bound by the restrictions on transfer set forth in this
         paragraph (vii), (ii) routine dispositions under Rule 10b5-1 Sales
         Plans entered into by certain directors and officers of the Company as
         of the date hereof, and (iii) the Company's equity compensation plans
         for officers, employees, and non-employee directors, but in no event
         shall the sales under this subsection (iii) of the executive officers
         and directors exceed 300,000 shares of Common Stock in the aggregate.

                  (viii) The Shares to be sold by the Company as of the Closing
         Date or the Option Closing Date, as the case may be, shall have been
         duly listed, subject to notice of issuance, on the New York Stock
         Exchange.

                  The opinions and certificates mentioned in this Agreement
shall be deemed to be in compliance with the provisions hereof only if they are
in all material respects reasonably satisfactory to the Representatives and to
Calfee, Halter & Griswold LLP, counsel for the Underwriters.

                  If any of the conditions hereinabove provided for in this
Section 6 shall not have been fulfilled when and as required by this Agreement
to be fulfilled, the obligations of the Underwriters hereunder may be terminated
by the Representatives by notifying the Company of such termination in writing
or by telegram at or prior to the Closing Date or the Option Closing Date, as
the case may be. In such event, the Company and the Underwriters shall not be
under any obligation to each other (except to the extent provided in Sections 5
and 8 hereof).

         7. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the
Company to sell and deliver the portion of the Shares required to be delivered
as and when specified in this Agreement are subject to the conditions that at
the Closing Date or the Option Closing Date, as the case may be, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and in effect or proceedings therefor initiated or threatened.

                                       13


         8. INDEMNIFICATION.

                  (i) The Company agrees to indemnify and hold harmless each
         Underwriter, its officer and directors, and each person, if any, who
         controls any Underwriter within the meaning of the Act against any
         losses, claims, damages or liabilities to which such Underwriter or
         such controlling person may become subject under the Act or otherwise,
         insofar as such losses, claims, damages or liabilities (or actions or
         proceedings in respect thereof) arise out of or are based upon (a) any
         untrue statement or alleged untrue statement of any material fact
         contained or incorporated by reference in the Registration Statement,
         any Preliminary Prospectus, the Prospectus or any amendment or
         supplement thereto, (b) the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading in light of the
         circumstances under which they were made, or (c) any act or failure to
         act, or any alleged act or failure to act by any Underwriter in
         connection with, or relating in any manner to, the Shares or the
         offering contemplated hereby, and will reimburse each such Underwriter
         and each such controlling person for any legal or other expenses
         reasonably incurred by such Underwriter or such controlling person in
         connection with investigating or defending any such loss, claim,
         damage, liability, action or proceeding; provided, however, that the
         Company will not be liable in any such case to the extent that any such
         loss, claim, damage or liability arises out of or is based upon an
         untrue statement or alleged untrue statement, or omission or alleged
         omission made or incorporated by reference in the Registration
         Statement, any Preliminary Prospectus, the Prospectus, or such
         amendment or supplement, in reliance upon and in conformity with
         written information furnished to the Company by or through the
         Representatives specifically for use in the preparation thereof; and
         provided further that as to any Preliminary Prospectus this indemnity
         agreement shall not inure to the benefit of any Underwriter, its
         officers and directors, or any person controlling the Underwriter on
         account of any loss, claim, damage, liability or action arising from
         the sale of any Shares to any person by that Underwriter if that
         Underwriter failed to send or give a copy of the Prospectus, as the
         same may be amended or supplemented, to that person within the time
         required by the Act, and the untrue statement or alleged untrue
         statement of a material fact or omission or alleged omission to state a
         material fact in such Preliminary Prospectus was corrected in the
         Prospectus, unless such failure resulted from non-compliance by the
         Company with Sections 4(iii), 4(iv) or 4(v). This indemnity agreement
         will be in addition to any liability which the Company may otherwise
         have.

                  (ii) Each Underwriter severally, but not jointly, will
         indemnify and hold harmless the Company, each of its directors, each of
         its officers who have signed the Registration Statement, and each
         person, if any, who controls the Company within the meaning of the Act,
         against any losses, claims, damages or liabilities to which the Company
         or any such director, officer or controlling person may become subject
         under the Act or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions or proceedings in respect thereof) arise out of
         or are based upon any untrue statement or alleged untrue statement of
         any material fact contained or incorporated by reference in the
         Registration Statement, any Preliminary Prospectus, the Prospectus or
         any amendment or supplement thereto, or arise out of or are based upon
         the omission or the alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in the light of the circumstances under which
         they were made; and will reimburse any legal or other expenses
         reasonably incurred by the Company or any such director, officer or
         controlling person in connection with investigating or defending any
         such loss, claim, damage, liability, action or proceeding; provided,
         however, that each Underwriter will be liable in each case to the
         extent, but only to the extent, that such untrue statement or alleged
         untrue statement or omission or alleged omission has been made or
         incorporated by reference in the Registration Statement, any
         Preliminary Prospectus, the Prospectus or such amendment or supplement,
         in reliance upon and in conformity with written information furnished
         to the



                                       14


         Company by or through the Representatives specifically for use in the
         preparation thereof. This indemnity agreement will be in addition to
         any liability which such Underwriter may otherwise have.

                  (iii) In case any proceeding (including any governmental
         investigation) shall be instituted involving any person in respect of
         which indemnity may be sought pursuant to this Section 8, such person
         (the "indemnified party") shall promptly notify the person against whom
         such indemnity may be sought (the "indemnifying party") in writing. No
         indemnification provided for in Sections 8(i) or (ii) shall be
         available to any party who shall fail to give notice as provided in
         this Section 8(iii) if the party to whom notice was not given was
         unaware of the proceeding to which such notice would have related and
         was prejudiced by the failure to give such notice, but the failure to
         give such notice shall not relieve the indemnifying party or parties
         from any liability which it or they may have to the indemnified party
         for contribution or otherwise than on account of the provisions of
         Sections 8(i) or (ii). In case any such proceeding shall be brought
         against any indemnified party and it shall notify the indemnifying
         party of the commencement thereof, the indemnifying party shall be
         entitled to participate therein and, to the extent that it shall wish
         jointly with any other indemnifying party similarly notified, to assume
         the defense thereof, with counsel satisfactory to such indemnified
         party and shall pay as incurred the fees and disbursements of such
         counsel related to such proceeding. In any such proceeding, any
         indemnified party shall have the right to retain its own counsel at its
         own expense. Notwithstanding the foregoing, the indemnifying party
         shall pay as incurred the fees and expenses of the counsel retained by
         the indemnified party in the event (a) the indemnifying party and the
         indemnified party shall have mutually agreed to the retention of such
         counsel or (b) the named parties to any such proceeding (including any
         impleaded parties) include both the indemnifying party and the
         indemnified party and representation of both parties by the same
         counsel would be inappropriate due to actual or potential differing
         interests between them, in which case the indemnifying party shall not
         be entitled to assume the defense of such suit notwithstanding its
         obligation to bear the fees and expenses of such counsel. It is
         understood that the indemnifying party shall not, in connection with
         any proceeding or related proceedings in the same jurisdiction, be
         liable for the reasonable fees and expenses of more than one separate
         firm for all such indemnified parties and one local counsel. Such firm
         shall be designated in writing by you in the case of parties
         indemnified pursuant to Section 8(i) and by the Company in the case of
         parties indemnified pursuant to Section 8(ii). The indemnifying party
         shall not be liable for any settlement of any proceeding effected
         without its written consent but if settled with such consent or if
         there be a final judgment for the plaintiff, the indemnifying party
         agrees to indemnify the indemnified party from and against any loss or
         liability by reason of such settlement or judgment. 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 fifth sentence of
         this paragraph, the indemnifying party agrees that it shall be liable
         for any settlement of any proceeding effected without its written
         consent to which the indemnification obligations of the Company
         hereunder are applicable if (a) such settlement is entered into more
         than 60 days after receipt by such indemnifying party of the aforesaid
         request and (b) such indemnifying party shall not have reimbursed the
         indemnified party in accordance with such request prior to the date of
         such settlement.

                  (iv) If the indemnification provided for in this Section 8 is
         unavailable to or insufficient to hold harmless to the extent required
         therein an indemnified party under Sections 8(i) or (ii) above in
         respect of any losses, claims, damages or liabilities (or actions or
         proceedings in respect thereof) referred to therein, then each
         indemnifying party shall contribute to the amount paid or payable by
         such indemnified party as a result of such losses, claims, damages or
         liabilities (or actions or proceedings in respect thereof) in such
         proportion as is


                                       15


         appropriate to reflect the relative benefits received by the Company
         and the Underwriters from the offering of the Shares. If, however, the
         allocation provided by the immediately preceding sentence is not
         permitted by applicable law or if the indemnified party failed to give
         the notice required under Section 8(iii) above, then each indemnifying
         party shall contribute to such amount paid or payable by such
         indemnified party in such proportion as is appropriate to reflect not
         only such relative benefits but also the relative fault of the Company
         and the Underwriters in connection with the statements or omissions
         which resulted in such losses, claims, damages or liabilities (or
         actions or proceedings in respect thereof), as well as any other
         relevant equitable considerations. The relative benefits received by
         the Company and the Underwriters shall be deemed to be in the same
         proportion as the total net proceeds from the offering (before
         deducting expenses) received by the Company and the Underwriters bear
         to the total proceeds of the offering (the proceeds received by the
         Underwriters being equal to the total underwriting discounts and
         commissions received by the Underwriters), in each case as set forth in
         the table on the cover page of the Prospectus. The relative fault shall
         be determined by reference to, among other things, whether the untrue
         or alleged untrue statement of a material fact or the omission or
         alleged omission to state a material fact relates to information
         supplied by the Company or the Underwriters and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent such statement or omission.

                  The Company and the Underwriters agree that it would not be
         just and equitable if contributions pursuant to this Section 8(iv) were
         determined by pro rata allocation or by any other method of allocation
         which does not take account of the equitable considerations referred to
         above in this Section 8(iv). The amount paid or payable by an
         indemnified party as a result of the losses, claims, damages or
         liabilities (or actions or proceedings in respect thereof) referred to
         above in this Section 8(iv) shall be deemed to include any legal or
         other expenses reasonably incurred by such indemnified party in
         connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 8(iv), (a) no
         Underwriter shall be required to contribute any amount in excess of the
         underwriting discounts and commissions applicable to the Shares
         purchased by such Underwriter and (b) 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 in
         this Section 8(iv) to contribute are several in proportion to their
         respective underwriting obligations and not joint.

                  (v) In any proceeding relating to the Registration Statement,
         any Preliminary Prospectus, the Prospectus or any supplement or
         amendment thereto, each party against whom contribution may be sought
         under this Section 8 hereby consents to the jurisdiction over any other
         contributing party, agrees that process issuing from such court may be
         served upon him or it by any other contributing party and consents to
         the service of such process and agrees that any other contributing
         party may join him or it as an additional defendant in any such
         proceeding in which such other contributing party is a party.

         9. NOTICES. All communications hereunder shall be in writing and,
except as otherwise provided herein, will be mailed, delivered or telegraphed
and confirmed as follows: if to the Underwriters, to Deutsche Bank Securities
Inc., 60 Wall Street, 4th Floor, New York, New York, 10005, Attention: Equity
Syndicate; if to the Company, to Health Care REIT, Inc., One SeaGate, Suite
1500, Toledo, Ohio 43603-1475, Attention: George L. Chapman, Chairman of the
Board and Chief Executive Officer.

                                       16


         10. TERMINATION. This Agreement may be terminated by you by notice to
the Company as follows:

                  (i) at any time prior to the Closing Date or any Option
         Closing Date (if different from the Closing Date and then only as to
         the Option Shares) if any of the following has occurred: (a) since the
         date as of which information is given in the Prospectus (excluding any
         amendment, supplement thereto or document incorporated by reference
         therein filed after the date of this Agreement), any material adverse
         change or any development involving a prospective material adverse
         change in or affecting the condition, financial or otherwise, of the
         Company or the earnings, business affairs, management or business
         prospects of the Company, whether or not arising in the ordinary course
         of business, (b) any outbreak or escalation of hostilities or
         declaration of war or national emergency after the date hereof or other
         national or international calamity or crisis or change in economic or
         political conditions if the effect of such outbreak, escalation,
         declaration, emergency, calamity, crisis or change on the financial
         markets of the United States would, in your judgment, make the offering
         or delivery of the Shares impracticable or inadvisable, (c) trading in
         securities generally or in the Company's securities on the New York
         Stock Exchange or the American Stock Exchange shall have been suspended
         or materially limited (other than limitations on hours or numbers of
         days of trading) or minimum prices shall have been established for
         securities on either such Exchange, (d) the enactment, publication,
         decree or other promulgation of any federal or state statute,
         regulation, rule or order of any court or other governmental authority
         which in your reasonable opinion materially and adversely affects or
         will materially or adversely affect the business or operations of the
         Company, (e) declaration of a banking moratorium by either federal or
         New York State authorities or material disruption in securities
         settlement or clearance services in the United States, (f) the taking
         of any action by any federal, state or local government or agency in
         respect of its monetary or fiscal affairs which in your reasonable
         opinion has a material adverse effect on the securities markets in the
         United States, or (g) any litigation or proceeding is pending or
         threatened against any Underwriter which seeks to enjoin or otherwise
         restrain, or seeks damages in connection with, or questions the
         legality or validity of this Agreement or the transactions contemplated
         hereby; or

                  (ii) as provided in Sections 6 and 11 of this Agreement.

         11. DEFAULT BY UNDERWRITERS. If, on the Closing Date or on the Option
Closing Date, as the case may be, any one or more of the Underwriters shall fail
or refuse to purchase Shares that it has or they have agreed to purchase
hereunder on such date (except in the event of a default on the part of the
Company), and the aggregate principal amount of Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is ten
percent or less of the aggregate principal amount of Shares to be purchased on
such date, the other Underwriters may make arrangements satisfactory to the
Representatives, for the purchase of such Shares by other persons (who may
include one or more of the non-defaulting Underwriters, including the
Representatives), but if no such arrangements are made by the Closing Date or
the Option Closing Date, as the case may be, the other Underwriters shall be
obligated severally in the proportions that the principal amount of Shares set
forth opposite their respective names in Schedule I hereto bears to the
aggregate principal amount of Shares set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as the Representatives
may specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date.

                  If, on the Closing Date or on the Option Closing Date, as the
case may be, any Underwriter or Underwriters shall fail or refuse to purchase
Shares and the aggregate principal amount of Shares with respect to which such
default (except in the event of a default on the part of the Company) occurs is
more than ten percent of the aggregate principal amount of Shares to be
purchased, and


                                       17


arrangements satisfactory to the Representatives and the Company for the
purchase of such Shares are not made within 36 hours after such default, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or the Company. In any such case either the Representatives or the
Company shall have the right to postpone the Closing Date or the Option Closing
Date, as the case may be, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and/or in the
Prospectus or in any other documents or arrangements may be effected. As used in
this Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 11. Any action taken under this Section 11 shall
not relieve any defaulting Underwriter from liability in respect of any default
of such Underwriter under this Agreement.

         12. SUCCESSORS. This Agreement has been and is made solely for the
benefit of the Underwriters and the Company and their respective successors,
executors, administrators, heirs and assigns, and the officers, directors and
controlling persons referred to herein, and no other person will have any right
or obligation hereunder. The term "successors" shall not include any purchaser
of the Shares merely because of such purchase.

         13. INFORMATION PROVIDED BY UNDERWRITERS. The Company and the
Underwriters acknowledge and agree that the only information furnished or to be
furnished by the Underwriters to the Company for inclusion in any Prospectus or
Registration Statement consists of the information set forth under the caption
"Underwriting" in the Prospectus (other than the sixth (relating to expenses of
the offering), seventh (relating to indemnification and contribution) and eighth
(relating to lock-up arrangements) paragraphs thereof).

         14. MISCELLANEOUS. The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and
covenants in this Agreement shall remain in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Underwriter or controlling person thereof, or by or on behalf of
the Company or its directors or officers and (iii) delivery of and payment for
the Shares under this Agreement.

                  This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

                  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.


                           [SIGNATURE PAGE TO FOLLOW.]


                                       18

                  If the foregoing letter is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicates hereof, whereupon it will become a binding agreement among the
Company and the Underwriters in accordance with its terms.

                                           Very truly yours,

                                           HEALTH CARE REIT, INC.




                                           By: /s/ Raymond W. Braun
                                               --------------------------------
                                               Raymond W. Braun, President and
                                               Chief Financial Officer


The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

DEUTSCHE BANK SECURITIES INC.
UBS SECURITIES LLC
As Representatives of the Underwriters listed on Schedule I

By:      DEUTSCHE BANK SECURITIES INC.


         By: /s/ Carlos DelCristo
             -------------------------------------------------
         Name:   Carlos DelCristo
               -----------------------------------------------


         By: /s/ Frank Comas
             -------------------------------------------------
         Name:   Frank Comas
               -----------------------------------------------

By:      UBS SECURITIES LLC


         By: /s/ David Gately
             -------------------------------------------------
         Name:   David Gately
               -----------------------------------------------


         By: /s/ Keith A. Lockwood
             -------------------------------------------------
         Name:   Keith A. Lockwood
               -----------------------------------------------


                                       19

                                   SCHEDULE I

                            SCHEDULE OF UNDERWRITERS



                                                            NUMBER OF SHARES TO
UNDERWRITER                                                    BE PURCHASED
- -----------                                              --------------------------
                                                           
Deutsche Bank Securities Inc............................          1,040,000
UBS Securities LLC......................................            720,000
A.G. Edwards & Sons, Inc................................            480,000
Legg Mason Wood Walker, Incorporated....................            480,000
Banc of America Securities LLC..........................            320,000
McDonald Investments Inc., a KeyCorp Company............            160,000
                                                         --------------------------
         Total..........................................         3,200,000
                                                         ==========================


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