Exhibit 10.19
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HEALTH CARE REIT, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP")
(EFFECTIVE AS OF JANUARY 1, 2001)
NOVEMBER 2001
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TABLE OF CONTENTS
PAGE
PREAMBLE....................................................... 1
ARTICLE I
Definitions.................................................... 2
ARTICLE II
Eligibility.................................................... 5
ARTICLE III
Benefits....................................................... 5
ARTICLE IV
Vesting........................................................ 6
ARTICLE V
Distribution of Benefits....................................... 6
ARTICLE VI
Funding........................................................ 9
ARTICLE VII
Plan Administration............................................ 10
ARTICLE VIII
Amendment and Discontinuance................................... 12
ARTICLE IX
General Provisions............................................. 12
HEALTH CARE REIT, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PREAMBLE
WHEREAS, Health Care REIT, Inc. desires to provide an enhanced retirement
program for selected executives in order to deliver a specified portion of final
pay, ensuring a competitive retirement income; and
WHEREAS, the Employee Retirement Income Security Act of 1974 ("ERISA") requires
that limits be set on the maximum contributions and benefits which may be made
to or paid from a tax-qualified retirement plan on behalf of or to a Participant
in such a plan; and
WHEREAS, the Health Care REIT, Inc. 401(k) Profit Sharing Plan and the Health
Care REIT, Inc. Money Purchase Pension Plan includes benefit limitations imposed
by Section 415 and Section 401(a)(17) of the Internal Revenue Code; and
WHEREAS, Health Care REIT, Inc. intends to adopt this nonqualified retirement
benefit plan effective January 1, 2001, so that a Participant may accrue
benefits that cannot be delivered under the qualified plans due to the limits
placed on the benefit amounts by Sections 401(a)(17) and 415 and related
sections of the Internal Revenue Code of 1986, as may be amended from time to
time; and
NOW, THEREFORE, Health Care REIT, Inc. adopts the Health Care REIT, Inc.
Supplemental Executive Retirement Plan ("SERP") for selected executives as
chosen by the Compensation Committee of the Board of Directors (the
"Participants") for the purpose of delivering a retirement benefit. Health Care
REIT, Inc. promises to pay the benefits defined herein to each Participant, or
on his or her behalf to his or her heirs, personal representatives or
beneficiaries, subject to the terms and conditions specified hereinafter.
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ARTICLE I - DEFINITIONS
1.1 "ACTUARIAL EQUIVALENT" means the present value of the Normal Retirement
Benefit or Early Retirement Benefit calculated using a 7.5% interest
rate and the 1983 Group Annuity Mortality Table (GAM) (male), or the
present value of the projected value of Employer contributions to the
Employee's qualified retirement plan accounts using a 7.5% interest
rate and the 1983 GAM table (50/50 Blended) to determine the Offset
Amount.
1.2 "AVERAGE COMPENSATION" means the average of the three highest Plan
Years of salary and bonus compensation considering all Plan Years
completed prior to the date of retirement.
1.3 "BENEFICIARY" means any person(s) designated in writing by a
Participant to receive payment under the SERP in the event of the
Participant's death. In the event the Participant is married at the
time of death and has designated no other beneficiary (or if the
designated beneficiary has predeceased the Participant), Beneficiary
shall mean the participant's spouse. In the event the Participant is
not married at death and has designated no beneficiary (or if the
designated beneficiary has predeceased the Participant), Beneficiary
shall mean the Participant's estate.
1.4 "BOARD OF DIRECTORS" means the Board of Directors of Health Care REIT,
Inc.
1.5 "CHANGE IN CONTROL" means
(a) The acquisition in one or more transactions of more than
twenty percent (20%) of the Corporation's outstanding Common
Stock (or the equivalent in voting power of any class or
classes of securities of the Corporation entitled to vote in
elections of directors) by any corporation, or other person or
group (within the meaning of Section 14(d)(3) of the
Securities Exchange Act of 1934, as amended); or
(b) Any transfer or sale of substantially all of the assets of the
Corporation, or any merger or consolidation of the Corporation
into or with another corporation in which the Corporation is
not the surviving entity, or any merger of consolidation of
the Corporation into or with another corporation in which the
Corporation is the surviving entity and, in connection with
such merger or consolidation, all or part of the outstanding
shares of Common Stock shall be changed into or exchanged for
other stock or securities of the Corporation or any other
person, or cash, or any other property; or
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(c) Any election of persons to the Compensation Committee of the
Board of Directors which causes a majority of the Compensation
Committee of the Board of Directors to consist of persons
other than "Continuing Directors." For this purpose, those
persons who were members of the Compensation Committee of the
Board of Directors on May 1, 1995, shall be "Continuing
Directors." Any person who is nominated for election as a
member of the Board after May 1, 1995, shall also be
considered a "Continuing Director" for this purpose if, and
only if, his or her nomination for election to the
Compensation Committee of the Board of Directors is approved
or recommended by a majority of the members of the Board (or
the relevant Nominating Committee) and at least five (5)
members of the Board are themselves Continuing Directors at
the time of such nomination; or
(d) Any person, or group of persons, announces a tender offer for
at least twenty percent (20%) of the Corporation's Common
Stock.
1.6 "CODE" means the Internal Revenue Code of 1986, as amended.
1.7 "COMPENSATION" means a Participant's salary and bonus compensation paid
during a Plan Year.
1.8 "COMPENSATION COMMITTEE" means the Compensation Committee appointed by
the Board of Directors to act on behalf of Health Care REIT, Inc.
1.9 "EARLY RETIREMENT" means the termination of employment with the
Employer or its subsidiaries and affiliates, including voluntary
termination, termination by the Employer for any cause, death or
disability, prior to Normal Retirement Age.
1.10 "EARLY RETIREMENT BENEFIT" means the reduced monthly benefit a
Participant is entitled to receive as determined under Section 3.2
payable at Early Retirement.
1.11 "ELIGIBLE EMPLOYEE" means any Employee who is (or was) among a select
group of management or highly compensated employees of Health Care
REIT, Inc. and is approved for participation by the Compensation
Committee of the Board of Directors.
1.12 "EMPLOYEE" means any individual employed by Health Care REIT, Inc.
1.13 "EMPLOYER" means Health Care REIT, Inc. Such term includes all
corporations which comprise a "controlled group of corporations" as
defined in Section 414(b) of the Code, of which Health Care REIT, Inc.
is a member.
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1.14 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
1.15 "FORMER EMPLOYEE" means any individual formerly employed by Health Care
REIT, Inc.
1.16 "INSTALLMENT PAYMENTS" means a series of equal monthly payments, paid
over a period certain equal to the Actuarial Equivalent of the monthly
Normal or Early Retirement Benefit as provided in Section 3.2.
1.17 "LUMP SUM" means a single sum payment equal to the Actuarial Equivalent
of the monthly Normal or Early Retirement Benefit as provided in
Section 3.2.
1.18 "NORMAL RETIREMENT AGE" means age 65.
1.19 "NORMAL RETIREMENT BENEFIT" means the monthly benefit a Participant is
entitled to receive as determined under Section 3.2 payable at Normal
Retirement Age.
1.20 "OFFSET AMOUNT" means the Actuarial Equivalent of the projected value
of Employer contributions delivered through the Profit Sharing and
Money Purchase Pension Plans at Normal Retirement Age expressed as a
monthly benefit payable for life. The projected value of Employer
contributions shall be determined using all contributions made on
behalf of the Participant for Plan Years completed prior to the date of
Retirement and a 7.5% earnings rate compounded annually.
1.21 "PARTICIPANT" means an Eligible Employee who, by reason of his or her
responsibilities with Health Care REIT, Inc., is selected by the
Compensation Committee to participate in the SERP.
1.22 "PLAN YEAR" means the period beginning on the first day of January and
ending on the last day in December within the calendar year.
1.23 "RABBI TRUST" means an employer grantor trust established to hold
contributions to the SERP, pursuant to the Trust Agreement, attached as
Exhibit A of the SERP.
1.24 "RETIREMENT" means a Participant's termination of employment with
Health Care REIT, Inc. on or after his or her Normal Retirement Age.
1.25 "TRUSTEE" means the person(s) or organization designated as the Trustee
of the Rabbi Trust.
1.26 "SERP BENEFIT" means an annual lifetime benefit equal to 35% of the
Participant's Average Compensation payable at Normal Retirement Age.
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ARTICLE II - ELIGIBILITY
2.1 ELIGIBILITY
Any Eligible Employee of Health Care REIT, Inc. who is
selected by the Compensation Committee and approved by the
Compensation Committee of the Board of Directors shall be
eligible to participate in the SERP.
2.2 TIME OF PARTICIPATION
Once selected, the Eligible Employee will become a Participant
and begin accruing benefits at the time specified by the
Compensation Committee.
ARTICLE III - BENEFITS
3.1 BENEFITS - IN GENERAL
All Participants and Beneficiaries selected by the
Compensation Committee pursuant to Article II and whose
benefits under the Employer's qualified plans are limited,
directly or indirectly, by Sections 401(a)(17) and 415, and
related sections of the Code, shall be eligible to receive
benefits pursuant to the SERP. In no event shall a Participant
or Beneficiary who is not entitled to benefits under the
qualified plans be eligible for, or receive, benefits from the
SERP.
3.2 SERP BENEFITS
Normal Retirement Benefit
Upon attainment of Normal Retirement Age, a Participant shall
be entitled to a monthly benefit equal to his SERP Benefit
less the Offset Amount.
Early Retirement Benefit
Upon the Early Retirement of a Participant, such Participant
shall be entitled to a monthly benefit equal to his SERP
Benefit, reduced by the proration for length of participation,
less the Offset Amount, further reduced by an early retirement
reduction factor of 1/2 of 1% for each month prior to Normal
Retirement Age.
The proration for length of participation is the number of
completed years of participation (including fractional years)
in the Plan divided by the total number of years (not
including fractional years) from the date of participation to
Normal Retirement Age, not-to-exceed 15 years.
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ARTICLE IV - VESTING
4.1 VESTING - IN GENERAL
A Participant shall have a nonforfeitable interest in all
benefits payable under the SERP.
ARTICLE V - DISTRIBUTION OF BENEFITS
5.1 TIMING AND FORMS OF BENEFIT PAYMENT
The retirement benefit payable under Section 3.2 shall
commence on the first day of the month following either Early
Retirement or Normal Retirement as elected by the Participant,
except as provided in Section 5.4.
The benefit provided under Section 3.2 shall be paid per the
following distribution options, except as provided in Sections
5.2, 5.3 and 5.4.
- Installment payments over a period certain
not-to-exceed 15 years
- Lump sum
5.2 ELECTIVE BENEFIT OPTIONS
Such election must be made by the Participant at least 120
days prior to the date benefits commence, otherwise such
election will not be valid and any earlier timely election
will be recognized. If no election is made, the Participant
will receive his benefit in installment payments over a 15
year period. The participant may change his election from time
to time as long as such election is made at least 120 days
prior to the date benefits commence.
5.3 DEATH BENEFITS OPTION
Notwithstanding the above, in the event of the death of the
Participant, the following death benefits shall apply:
A. If the Participant had retired and was receiving SERP
benefits in Installment Payments, then the designated
Beneficiary will receive the present value of the
balance of the annual installments, plus interest,
over a period to be determined by the Employer, but
which
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shall not exceed three years. An interest rate of
7.5% shall be used to determine these values.
B. If the Participant was either currently employed or
had terminated employment, but his benefit had not
commenced, then the designated Beneficiary shall
receive the present value of the SERP benefits
(assuming the participant had retired on the date of
his death), plus interest, over a period to be
determined by the Employer, but which shall not
exceed three years. An interest rate of 7.5% shall be
used to determine these values.
C. If the Participant had retired and was already paid a
SERP benefit in a Lump Sum, then the designated
Beneficiary is not entitled to any additional benefit
under the SERP.
5.4 Change in Control
Upon a Participant's termination of employment with Health
Care REIT, Inc., either voluntarily or involuntarily for any
reason, following a Change in Control, the Participant's
benefit shall be calculated pursuant to this Section 5.4.
Change in Control Benefit for CEO
The CEO shall be entitled to receive his Normal Retirement
Benefit unreduced for length of participation or the early
retirement reduction.
Change in Control Benefit for Other Participants
The Participant shall be entitled to receive his Early
Retirement Benefit as of the date of termination calculated by
adding an additional five years of participation (up to but
not beyond age 65) to the length of the participation
proration with no early retirement reduction.
The benefit shall commence and be paid pursuant to the
Participant's election to receive a lump sum or installments
as provided under Sections 5.1 and 5.2, except that the
Participant shall have the right to change his or her election
within one hundred twenty (120) days of the Participant's
termination of employment with Health Care REIT, Inc.
following the Change in Control. If this special election is
made, the benefit will commence on the first business day that
is six (6) months after the Participant's termination of
employment.
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5.5 TAX WITHHOLDING
With respect to any benefit payments under the SERP, Health
Care REIT, Inc. shall deduct all appropriate income tax
withholdings; however, the Participant will be solely liable
for any and all income taxes applicable on such benefit
payments.
The benefits which accrue under the SERP are subject to FICA
taxes (which include the Old-Age, Survivors and Disability
Insurance tax and/or Medicare tax, as the case may be) which
may become due before the benefits are actually paid as
provided under Code Section 3121(v)(2) and related IRS
regulations.
To ensure proper compliance with these regulations, Health
Care REIT, Inc. will calculate the amount of FICA tax when it
becomes due and notify the Participant of the amount of his or
her share of such tax. Health Care REIT, Inc. will remit the
entire tax to the IRS and arrange for the collection of the
Participant's share of the tax from the Participant. The
Participant will be solely liable for his or her share of FICA
taxes on benefits accrued under the SERP.
With respect to any benefit payments under the SERP resulting
from a Change in Control, Health Care REIT, Inc. shall pay
without reimbursement from the Employee, all appropriate
golden parachute excise tax withholdings and will be solely
liable for any and all excise taxes applicable on such benefit
payments.
5.6 OTHER
Notwithstanding any other provisions of the SERP, if any
amounts held in Trust are found, due to the creation or
operation of Trust, in a final decision by a court of
competent jurisdiction, or under a "determination" by the
Internal Revenue Service in a closing agreement in audit or a
final refund disposition (within the meaning of Section
1313(a) of Internal Revenue Code of 1986, as amended), to have
been includable in the gross income of a Participant or
Beneficiary prior to payment of such amounts from Trust, the
trustee for the Trust shall, as soon as practicable, pay to
such Participant or Beneficiary an amount equal to the amount
determined to have been includable in gross income in such
determination, and shall accordingly reduce the Participant's
or Beneficiary's future benefits payable under the SERP by an
equal amount. The trustee shall not make any distribution to a
Participant or Beneficiary pursuant to this paragraph 5.6
unless it has
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received a copy of the written determination described above
together with any legal opinion which it may request as to the
applicability thereof.
ARTICLE VI - FUNDING
6.1 UNFUNDED PLAN
Benefits under the SERP shall be paid from Health Care REIT,
Inc.'s general assets. The SERP shall be administered as an
unfunded plan which is maintained primarily for the purpose of
providing deferred compensation "for a select group of
management or highly compensated employees" as set forth in
Sections 201(2), 301(3), and 401(a)(1) of ERISA, and is not
intended to meet the qualification requirements of Section 401
of the Code. Any assets set aside by Health Care REIT, Inc.
for the purpose of paying benefits under the SERP shall not be
deemed to be the property of the Participant and shall be
subject to claims of creditors of Health Care REIT, Inc. No
participant or beneficiary shall have any claim against, right
to, or security or other interest in, any fund, account or
asset of Health Care REIT, Inc. from which any payment under
the SERP may be made.
6.2 RABBI TRUST
Health Care REIT, Inc. shall establish the Rabbi Trust and
make contributions to it for the purpose of providing a source
of funds to meet the liabilities of the SERP. Contributions to
the Rabbi Trust shall be made by Health Care REIT, Inc.
annually in an amount equal to the annual expense related to
the SERP for the year required to be reported in Health Care
REIT, Inc.'s financial statements under generally accepted
accounting principles as determined by Health Care REIT,
Inc.'s actuary. However, no contribution shall be required if
the fair value of the assets in the Rabbi Trust at the
beginning of the SERP's Plan Year exceeds the present value of
all future payments under the SERP accrued at the beginning of
the SERP Plan Year and calculated pursuant to the assumptions
set forth in Section 1.1. Contributions to the Rabbi Trust
shall be made no later than the last day of the Plan Year, to
which they relate, but any year's contribution may be deferred
up to two years in the event Health Care REIT, Inc.
experiences extreme financial difficulty as determined by the
Compensation Committee of the Board of Directors.
In the event of a Change in Control, Health Care REIT, Inc.
shall be required to make additional contributions (if any) to
the Rabbi Trust within 30 days of the date of the Change in
Control and annually thereafter within 90 days after the end
of each Plan Year, such that the fair value of the assets
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in the Rabbi Trust are sufficient to fund the present value of
all future payments under the SERP accrued at the end of the
Plan Year and calculated pursuant to the assumptions set forth
in Section 1.1. Any assets set aside in the Rabbi Trust shall
not be deemed to be the property of the Participant and shall
be subject to claims of the creditors of Health Care REIT,
Inc. No Participant or Beneficiary shall have any claim
against, right to, or security or other interest in, any fund,
account or asset of Health Care REIT, Inc. from which any
payment under the SERP may be made.
ARTICLE VII - PLAN ADMINISTRATION
7.1 GENERAL DUTY
The SERP shall be administered by the Compensation Committee.
Members of the Compensation Committee shall be appointed by
the Board of Directors and shall serve in such capacity until
resignation or removal by the Board of Directors. It shall be
the principal duty of the Compensation Committee to determine
that the provisions of the SERP are carried out in accordance
with its terms.
7.2 COMPENSATION COMMITTEE'S GENERAL POWERS, RIGHTS AND DUTIES
The Compensation Committee shall have full power to administer
the SERP in all of its details, subject to the applicable
requirements of law. For this purpose, the Compensation
Committee has the powers, rights and duties specifically
stated in the SERP, including, but not limited to, the
following powers, rights and duties:
(a) to determine all questions arising under the SERP,
including the power to determine the rights or
eligibility of Employees or Participants and any
other persons, and the amounts of their benefits
under the SERP, to interpret the SERP, and to remedy
ambiguities, inconsistencies or omissions;
(b) to adopt such rules of procedure and regulations,
including the establishment of any claims procedure
that may be required by law, or as in its opinion may
be necessary for the proper and efficient
administration of the SERP and as are consistent with
the SERP;
(c) to direct payments or distributions in accordance
with the provisions of the SERP;
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(d) to develop such information as may be required by it
for tax or other purposes as respects the SERP; and
(e) to employ agents, attorneys, accountants or other
persons (who also may be employed by Health Care
REIT, Inc.), and allocate or delegate to them such
powers, rights and duties as the Compensation
Committee may consider necessary or advisable to
properly carry out the administration of the SERP.
The Compensation Committee's decision in any matter involving
the interpretation and application of the SERP shall be final
and binding. In the event the Compensation Committee is
deciding any issue under the SERP which could affect the form
or timing of the payment of deferred compensation under the
SERP to a Participant who is a member of the Compensation
Committee, then such member shall not vote or otherwise decide
on such issue. All questions or interpretations shall be
governed by the local laws of the state of Ohio unless
specifically pre-empted by ERISA.
7.3 INDEMNIFICATION OF ADMINISTRATOR
Health Care REIT, Inc. agrees to indemnify and to defend to
the fullest extent permitted by law any Employee serving as a
delegate or agent of the Compensation Committee (including any
Employee or former Employee who is serving or formerly served
as a delegate or agent of the Compensation Committee) against
all liabilities, damages, costs and expenses (including
attorney's fees and amounts paid in settlement of any claims
approved by Health Care REIT, Inc.) occasioned by any act or
omission to act in connection with the SERP, if such act or
omission is or was in good faith.
7.4 CLAIMS AND PROCEDURE
Any person claiming a benefit under the SERP shall present the
request to the Compensation Committee in writing, which shall
respond in writing as soon as may be feasible. If the claim is
denied, the Compensation Committee's written notice of the
denial shall state the reasons for the denial, with specific
references to the relevant provisions of the SERP, a
description of any additional information necessary, and an
explanation of the review procedures available. Any person
whose claim for benefits is denied may request review by
written notice to the Compensation Committee. The Compensation
Committee may, but shall not be required to grant the claimant
a hearing. The decision on review shall be made by the
Compensation Committee within 60 days, and the Compensation
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Committee shall provide a written report on its decision,
stating the reasons and the relevant provisions of the SERP.
The Compensation Committee's decisions on review shall be
final and shall bind all parties concerned.
7.5 NO FIDUCIARY RELATIONSHIP
Nothing in the SERP document and no action taken pursuant to
the provisions hereof shall be deemed to create a fiduciary
relationship between any Employee, Participant or Beneficiary,
any member of the Compensation Committee or any shareholder of
Health Care REIT, Inc. Neither the Compensation Committee, its
members nor Health Care REIT, Inc. shall have any liability
for actions or omissions in the interpretation or
administration of the SERP, unless those actions or omissions
constitute willful wrongful acts or the absence of good faith.
ARTICLE VIII - AMENDMENT AND DISCONTINUANCE
Health Care REIT, Inc. hereby reserves the right and power, by action
of its Compensation Committee of the Board of Directors, to amend,
suspend or terminate the SERP in whole or in part, at any time.
However, in no event shall Health Care REIT, Inc. have the right to
eliminate or reduce any benefit which has been vested or become
nonforfeitable under the SERP, subject to Article IV hereof.
In the event the SERP is terminated, the Compensation Committee of the
Board of Directors may accelerate the payment of all benefits payable
under the SERP without the consent of the affected Participants, their
designated Beneficiaries or any other person claiming through a
Participant. In such event, the present value of future payments
accrued under Section 3.2 calculated pursuant to the same assumptions
used to calculate Lump Sum distributions from the Pension Plan shall be
paid to the Participant, or his Beneficiary, if applicable, in lieu of
any future benefit payments under the SERP.
ARTICLE IX - GENERAL PROVISIONS
9.1 EMPLOYMENT RIGHTS
The SERP does not constitute a contract of employment, and
participation in the SERP will not give any Participant the
right to be retained in the employ of Health Care REIT, Inc.
nor any right or claim to any benefit
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under the SERP, unless such right or claim has specifically
accrued under the terms of the SERP.
9.2 INTERESTS NOT TRANSFERABLE
Except as may be required by law, including the income and
employment tax withholding provisions of the Code, or of an
applicable state's income tax act, the interests of
Participants and their Beneficiaries under the SERP are not
subject to the claims of their creditors and may not be
voluntarily or involuntarily sold, transferred, alienated,
assigned or encumbered.
Nothing herein shall be deemed to grant to any Employee,
Participant or Beneficiary any ownership or equity interest in
Health Care REIT, Inc. or any right or option to acquire any
such interest. Any rights created under the SERP shall be
unsecured contractual rights of Participants and their
Beneficiaries.
9.3 FACILITY OF PAYMENT
When a Participant entitled to benefits under the SERP is
under a legal disability, or, in the Compensation Committee's
opinion, is in any way incapacitated so as to be unable to
manage his financial affairs, the Compensation Committee may
direct that the benefits to which such Participant otherwise
would be entitled shall be made to such Participant's legal
representative, or to such other person or persons as the
Compensation Committee may direct the application of such
benefits for the benefit of such Participant. Any payment made
in accordance with the provisions of this Section shall be a
full and complete discharge of any liability for such payment.
9.4 GENDER AND NUMBER
Where the context permits, words denoting the masculine gender
shall include the feminine gender, the singular shall include
the plural, and the plural shall include the singular.
9.5 CONTROLLING STATE LAW
To the extent not superseded by the laws of the United States,
the laws of the state of Ohio shall be controlling in all
matters relating to the SERP.
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9.6 SEVERABILITY
In case any provisions of the SERP shall be held illegal or
invalid for any reason, such illegality or invalidity shall
not affect the remaining provisions of the SERP, and the SERP
shall be construed and enforced as if such illegal and invalid
provisions had never been set forth in the SERP.
9.7 STATUTORY REFERENCES
All references to the Code and ERISA include reference to any
comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or subsection.
9.8 HEADINGS
Section headings and titles are for reference only. In the
event of a conflict between a title and the content of a
section, the content of the section shall control.
9.9 ACTION BY HEALTH CARE REIT, INC.
Any action to be performed by Health Care REIT, Inc. under the
SERP shall be by resolution of its Compensation Committee, by
a duly authorized committee of its Compensation Committee, or
by a person or persons authorized by resolution of its
Compensation Committee or by resolution of such committee.
Executed this 28th day of November, 2001.
HEALTH CARE REIT, INC.
/S/RITA J. ROGGE By:/S/ERIN C. IBELE
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Witness
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