Welltower Inc. Contracts & Agreements

Description of Securities of the Registrant (Filed With SEC on February 15, 2024)

Summary of Director Compensation (Filed With SEC on February 15, 2024)

Form of Welltower Inc. Restricted Stock Unit Grant Agreement (Employees) (Filed With SEC on February 15, 2024)

Equity Distribution Agreement, dated as of February 15, 2024, among Welltower Inc., Welltower OP LLC, the sales agents named therein and the related forward purchasers (Filed With SEC on February 15, 2024)

Underwriting Agreement, dated as of November 6, 2023, among Welltower Inc., Welltower OP LLC and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as underwriters (Filed With SEC on November 9, 2023)

Equity Distribution Agreement, dated as of August 1, 2023, among Welltower Inc., Welltower OP LLC, the sales agents and the related forward purchasers (Filed With SEC on August 1, 2023)

Welltower Inc. 2023 to 2025 Long-Term Incentive Program (Filed With SEC on May 3, 2023)

Form of Welltower Inc. 2023-2025 LTIP Form Award Agreement (Filed With SEC on May 3, 2023)

Equity Distribution Agreement, dated as of May 3, 2023, among Welltower Inc., Welltower OP LLC, the sales agents and the related forward purchasers (Filed With SEC on May 3, 2023)

Summary of Director Compensation (Filed With SEC on February 21, 2023)

Form of 2021 Special Stock Option Award Agreement for Executive Officers under the 2016 Long-Term Incentive Plan (Filed With SEC on February 21, 2023)

10.16(b) Form of Welltower Inc. 2022 Long-Term Incentive Plan Other Stock Unit Award Agreement (Filed With SEC on February 21, 2023)

WELLTOWER OP LLC PROFITS INTERESTS PLAN (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN TIME-BASED LTIP UNIT AGREEMENT LTIP EXCHANGE EQUITY AWARD (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN PERFORMANCE LTIP UNIT AGREEMENT LTIP EXCHANGE EQUITY AWARD (Filed With SEC on February 21, 2023)

10.17(d) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN OPTION UNIT AGREEMENT OPTION UNIT REPLACEMENT EQUITY AWARD FOR 2021 SPECIAL STOCK OPTION GRANT (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN OUTPERFORMANCE LTIP UNIT AGREEMENT OUTPERFORMANCE EXCHANGE EQUITY AWARD (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN TIME-BASED LTIP UNIT AGREEMENT LTIP EXCHANGE EQUITY AWARD (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN TIME-BASED LTIP UNIT AGREEMENT (Filed With SEC on February 21, 2023)

Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (Non-Employee Directors) (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN PERFORMANCE LTIP UNIT AGREEMENT (Filed With SEC on February 21, 2023)

FORM OF WELLTOWER OP LLC PROFITS INTERESTS PLAN OPTION UNIT AGREEMENT (Filed With SEC on February 21, 2023)

Form of Accrued Dividend Cash Award Agreement (Filed With SEC on February 21, 2023)

Form of Welltower Inc. RSU Grant Agreement (Non-Employee Directors) (Filed With SEC on February 21, 2023)

Form of Welltower OP LLC (Filed With SEC on February 21, 2023)

Equity Distribution Agreement, dated as of April 4, 2022, among Welltower Inc., Welltower OP Inc., the sales agents and the related forward purchasers (Filed With SEC on April 4, 2022)

Underwriting Agreement, dated as of March 29, 2022, between Welltower Inc. and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and PNC Capital Markets LLC, as... (Filed With SEC on March 31, 2022)

Supplemental Indenture No. 22, dated as of March 31, 2022, between the Company and the Trustee (Filed With SEC on March 31, 2022)

Merger Agreement and Plan of Reorganization, dated March 7, 2021, by and among Old Welltower, New Welltower and Merger Sub (Filed With SEC on March 7, 2022)

Welltower Inc (Filed With SEC on February 16, 2022)

LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT (Filed With SEC on February 16, 2022)

Welltower Inc. 2022-2024 Long-Term Incentive Program (Filed With SEC on February 16, 2022)

Form of Long-Term Incentive Program Award Agreement under the 2022-2024 Long-Ter (Filed With SEC on February 16, 2022)

2022 Outperformance Program (Filed With SEC on February 16, 2022)

Form of Outperformance Program Award Agreement under the 2022 Outperformance Program (Filed With SEC on February 16, 2022)

Underwriting Agreement, dated as of November 16, 2021, between Welltower Inc. and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as... (Filed With SEC on November 19, 2021)

Supplemental Indenture No. 21, dated as of November 19, 2021, between the Company and the Trustee (Filed With SEC on November 19, 2021)

Welltower Inc. Nonqualified Deferred Compensation Plan Amended and Restated Effective January 1, 2022 (Filed With SEC on November 5, 2021)

Employment Offer Letter, dated May 20, 2021, between Welltower Inc. and John F. Burkart (Filed With SEC on July 30, 2021)

Amended and Restated Equity Distribution Agreement, dated as of July 30, 2021, between Welltower Inc., the sales agents and forward sellers named therein and the related forward... (Filed With SEC on July 30, 2021)

Underwriting Agreement, dated as of June 23, 2021, between the Company and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as... (Filed With SEC on June 28, 2021)

Supplemental Indenture No. 20, dated as of June 28, 2021, between the Company and the Trustee (Filed With SEC on June 28, 2021)

Credit Agreement, dated as of June 4, 2021, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent and L/C issuer; BofA... (Filed With SEC on June 8, 2021)

Equity Distribution Agreement, dated as of May 4, 2021, between Welltower Inc., the sales agents and forward sellers named therein and the related forward purchasers (Filed With SEC on May 5, 2021)

Form of Master Forward Sale Confirmation (Filed With SEC on May 5, 2021)

Underwriting Agreement, dated as of March 16, 2021, between Welltower Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as... (Filed With SEC on March 25, 2021)

Supplemental Indenture No. 19, dated as of March 25, 2021, between the Company and the Trustee (Filed With SEC on March 25, 2021)

Settlement Agreement by and between Thomas J. DeRosa and Welltower Inc (Filed With SEC on October 29, 2020)

Underwriting Agreement, dated as of June 16, 2020, between Welltower Inc. and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives... (Filed With SEC on June 30, 2020)

Supplemental Indenture No. 18, dated as of June 30, 2020, between the Company and the Trustee (Filed With SEC on June 30, 2020)

Second Supplemental Indenture, dated as of December 20, 2019, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (Filed With SEC on February 14, 2020)

Description of Securities of the Registrant (Filed With SEC on February 14, 2020)

Welltower Inc. 2020-2022 Long-Term Incentive Program (Filed With SEC on February 14, 2020)

Form of Restricted Stock Unit Award Agreement under the 2020-2022 Long-Term Incentive Program (Filed With SEC on February 14, 2020)

Underwriting Agreement, dated as of December 9, 2019, between Welltower Inc. and Wells Fargo Securities, LLC, Credit Agricole Securities (USA) Inc. and Deutsche Bank Securities... (Filed With SEC on December 16, 2019)

Supplemental Indenture No. 17, dated as of December 16, 2019 between the Company and the Trustee (Filed With SEC on December 16, 2019)

Settlement Agreement by and between John A. Goodey and Welltower Inc (Filed With SEC on October 30, 2019)

2019 Non-Qualified Deferred Compensation Plan (Filed With SEC on October 30, 2019)

Underwriting Agreement, dated as of August 8, 2019, between Welltower Inc. and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and KeyBanc Capital Markets Inc., as... (Filed With SEC on August 19, 2019)

Supplemental Indenture No. 16, dated as of August 19, 2019 between the Company and the Trustee (Filed With SEC on August 19, 2019)

Resignation Agreement, dated July 1, 2019, by and between Mercedes T. Kerr and Welltower Inc (Filed With SEC on August 1, 2019)

Summary of Director Compensation (Filed With SEC on August 1, 2019)

First Amendment, dated April 26, 2019, to the Credit Agreement dated as of July 19, 2018 by and among the Company; the lenders listed therein; KeyBank National Association, as... (Filed With SEC on April 30, 2019)

Form of Amended and Restated Equity Distribution Agreement (Filed With SEC on February 26, 2019)

Form of Master Forward Sale Confirmation (Filed With SEC on February 26, 2019)

Letter Agreement, dated January 30, 2019, by and between John A. Goodey and the Company (Filed With SEC on February 25, 2019)

Summary of Director Compensation (Filed With SEC on February 25, 2019)

Welltower Inc. 2019-2021 Long-Term Incentive Program (Filed With SEC on February 25, 2019)

Form of Restricted Stock Unit Award Agreement under the 2019-2021 Long-Term Incentive Program (Filed With SEC on February 25, 2019)

Underwriting Agreement, dated as of February 13, 2019, between Welltower Inc. and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG... (Filed With SEC on February 15, 2019)

Supplemental Indenture No. 15, dated as of February 15, 2019 between the Company and the Trustee (Filed With SEC on February 15, 2019)

Transfer Letter, dated August 17, 2018, by and between John A. Goodey and Welltower Inc (Filed With SEC on October 30, 2018)

Credit Agreement dated as of July 19, 2018 by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline... (Filed With SEC on October 30, 2018)

Underwriting Agreement, dated as of August 9, 2018, between Welltower Inc. and Barclays Capital Inc., Citigroup Global Markets Inc. and MUFG Securities Americas Inc. as... (Filed With SEC on August 16, 2018)

Supplemental Indenture No. 14, dated as of August 16, 2018 between the Company and the Trustee (Filed With SEC on August 16, 2018)

Form of Amended and Restated Equity Distribution Agreement (Filed With SEC on August 3, 2018)

Form of Master Forward Sale Confirmation (Filed With SEC on August 3, 2018)

Agreement and Plan of Merger, dated as of April 25, 2018, by and among Welltower Inc., Potomac Acquisition LLC, Quality Care Properties, Inc. and certain subsidiaries of Quality... (Filed With SEC on April 26, 2018)

Underwriting Agreement, dated as of April 3, 2018, between Welltower Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and MUFG Securities... (Filed With SEC on April 10, 2018)

Supplemental Indenture No. 13, dated as of April 10, 2018 between the Company and the Trustee (Filed With SEC on April 10, 2018)

10.5(a) Employment Contract, dated May 6, 2014, between HCN UK Management Services Limited and John Goodey (Filed With SEC on February 28, 2018)

10.5(b) Deed of Assignment and Amendment of Employment Contract, dated effective October 3, 2017, between HCN UK Management Services Limited, John Goodey, and the Company (Filed With SEC on February 28, 2018)

Summary of Director Compensation (Filed With SEC on February 28, 2018)

10.14(b) Form of Restricted Stock Grant Notice for Executive Officers under the 2016 Long-Term Incentive Plan (Filed With SEC on February 28, 2018)

10.14(c) Form of Restricted Stock Grant Notice for Senior Vice Presidents under the 2016 Long-Term Incentive Plan (Filed With SEC on February 28, 2018)

10.14(d) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2016 Long-Term Incentive Plan (Filed With SEC on February 28, 2018)

10.15(b) Form of Performance Restricted Stock Unit Award Agreement under the 2016-2018 Long-Term Incentive Program (Filed With SEC on February 28, 2018)

10.16(b) Form of Award Notice under the 2017-2019 Long-Term Incentive Program (Filed With SEC on February 28, 2018)

10.16(d) Form of Award Notice under the 2017-2019 Long Term Incentive Program Bridge 1 (Filed With SEC on February 28, 2018)

10.16(f) Form of Award Notice under the 2017-2019 Long Term Incentive Program Bridge 2 (Filed With SEC on February 28, 2018)

10.17(a) Welltower Inc. 2018-2020 Long-Term Incentive Program (Filed With SEC on February 28, 2018)

10.17(b) Form of Restricted Stock Unit Award Agreement under the 2018-2020 Long-Term Incentive Program (Filed With SEC on February 28, 2018)

Resignation Agreement, dated October 3, 2017, by and between Scott A. Estes and Welltower Inc (Filed With SEC on November 7, 2017)

Welltower Inc. 2017-2019 Long-Term Incentive Program Bridge 1 (Filed With SEC on November 7, 2017)

Welltower Inc. 2017-2019 Long-Term Incentive Program Bridge 2 (Filed With SEC on November 7, 2017)

WELLTOWER INC. $784,083,001 Shares of CommonStock (par value $1.00 per share) AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT (Filed With SEC on August 1, 2017)

Third Amended and Restated Employment Agreement, dated June 16, 2017, between the company and Scott A. Estes (Filed With SEC on July 28, 2017)

Amended and Restated Employment Agreement, dated June 16, 2017, between the company and Mercedes T. Kerr (Filed With SEC on July 28, 2017)

Summary of Director Compensation (Filed With SEC on July 28, 2017)

welltower INC. 2017-2019LONG-TERM INCENTIVE PROGRAM (Filed With SEC on May 5, 2017)

WELLTOWER INC. $1,000,000,000 Shares of CommonStock (par value $1.00 per share) EQUITY DISTRIBUTION AGREEMENT (Filed With SEC on February 23, 2017)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 22, 2017)

EXECUTIVE RETIREMENT AGREEMENT (Filed With SEC on February 22, 2017)

SEPARATION AGREEMENT (Filed With SEC on February 22, 2017)

WELLTOWER INC. Summary of Director Compensation (Filed With SEC on February 22, 2017)

EMPLOYMENT AGREEMENT (Filed With SEC on November 2, 2016)

WELLTOWERINC. 2016-2018 LONG-TERM INCENTIVE PROGRAM (Filed With SEC on August 2, 2016)

TRANSITIONAGREEMENT (Filed With SEC on August 2, 2016)

CREDIT AGREEMENT Dated asof May 13, 2016 among WELLTOWER INC., as theBorrower KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and a Swingline Lender and The... (Filed With SEC on May 16, 2016)

WELLTOWER INC. 2016LONG-TERM INCENTIVE PLAN (Filed With SEC on May 10, 2016)

SUPPLEMENTAL INDENTURE NO. 12 byand between WELLTOWER INC. and THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A. As of March 1, 2016 SUPPLEMENTAL TO THE INDENTURE DATED AS OF MARCH... (Filed With SEC on March 3, 2016)

WELLTOWERINC. $700,000,000 4.25%Notes due 2026 UNDERWRITING AGREEMENT (Filed With SEC on February 29, 2016)

HCN CANADIAN HOLDINGS-1LP as Issuer and WELLTOWER INC. as Guarantor and BNY TRUST COMPANY OFCANADA as Trustee INDENTURE DATED AS OF NOVEMBER 25,2015 SENIOR DEBT SECURITIES (Filed With SEC on February 18, 2016)

FIRST SUPPLEMENTAL INDENTURE by and among HCN CANADIAN HOLDINGS-1 LP as Issuer and WELLTOWER INC. as Guarantor and BNY TRUST COMPANY OF CANADA as Trustee As of November 25, 2015... (Filed With SEC on February 18, 2016)

AMENDMENT NO. 1 TO SUPPLEMENTALINDENTURE NO. 11 by and between WELLTOWER INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As of October 19, 2015 SUPPLEMENTAL TO THE... (Filed With SEC on October 20, 2015)

FORM OF GLOBAL NOTE [Formof Face of Security] WELLTOWER INC. (Filed With SEC on October 20, 2015)

WELLTOWER INC. $500,000,000 4.000% Notes due2025 UNDERWRITING AGREEMENT (Filed With SEC on October 14, 2015)

AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENT August 5, 2015 (Filed With SEC on August 5, 2015)

EXECUTIVERETIREMENT AGREEMENT (Filed With SEC on August 4, 2015)

CONSULTING AGREEMENT (Filed With SEC on August 4, 2015)

HEALTHCARE REIT, INC. 2015-2017 LONG-TERM INCENTIVE PROGRAM (Filed With SEC on August 4, 2015)

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on August 4, 2015)

SUPPLEMENTAL INDENTURE NO. 11 byand between HEALTH CARE REIT, INC. and THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A. As of May 26, 2015 SUPPLEMENTAL TO THE INDENTURE DATED AS OF... (Filed With SEC on May 27, 2015)

HEALTH CARE REIT, INC. $750,000,000 4.000% Notes due2025 UNDERWRITING AGREEMENT (Filed With SEC on May 22, 2015)

17,000,000 Shares HEALTH CAREREIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on February 26, 2015)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 20, 2015)

HEALTH CARE REIT, INC. Summary of Director Compensation (Filed With SEC on February 20, 2015)

SUPPLEMENTAL INDENTURE NO. 10 byand between HEALTH CARE REIT, INC. and THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A. As of November 25, 2014 SUPPLEMENTAL TO THE INDENTURE DATED... (Filed With SEC on November 25, 2014)

HEALTH CARE REIT, INC. £500,000,000 4.500% Notesdue 2034 UNDERWRITING AGREEMENT (Filed With SEC on November 19, 2014)

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (Filed With SEC on November 4, 2014)

15,500,000 Shares HEALTH CAREREIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on September 16, 2014)

14,000,000 Shares HEALTH CAREREIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on May 30, 2014)

RETIREMENTAND CONSULTING AGREEMENT (Filed With SEC on May 8, 2014)

EMPLOYMENTAGREEMENT (Filed With SEC on May 8, 2014)

HEALTHCARE REIT, INC. 2013-2015 LONG-TERM INCENTIVE PROGRAM AsAmended and Restated (Filed With SEC on May 8, 2014)

HEALTH CAREREIT, INC. Summary ofDirector Compensation (Filed With SEC on February 21, 2014)

SUPPLEMENTAL INDENTURE NO. 9 byand between HEALTH CARE REIT, INC. and THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A. As of November 20, 2013 SUPPLEMENTAL TO THE INDENTURE DATED AS... (Filed With SEC on November 20, 2013)

HEALTH CARE REIT, INC. £550,000,000 4.800% Notesdue 2028 UNDERWRITING AGREEMENT (Filed With SEC on November 14, 2013)

SUPPLEMENTAL INDENTURE NO. 8 byand between HEALTH CARE REIT, INC. and THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A. As of October 7, 2013 SUPPLEMENTAL TO THE INDENTURE DATED AS... (Filed With SEC on October 9, 2013)

HEALTH CARE REIT, INC. $400,000,000 4.500% Notes due2024 UNDERWRITING AGREEMENT (Filed With SEC on October 4, 2013)

HEALTH CARE REIT, INC. 2013-2015 LONG-TERM INCENTIVE PROGRAM (Filed With SEC on August 6, 2013)

SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on July 17, 2013)

20,000,000 Shares HEALTH CARE REIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on May 13, 2013)

EMPLOYMENT AGREEMENT (Filed With SEC on May 7, 2013)

HEALTH CARE REIT, INC. (Filed With SEC on February 26, 2013)

SUPPLEMENTAL INDENTURE NO. 7 by and between HEALTH CARE REIT, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As of December 6, 2012 SUPPLEMENTAL TO THE INDENTURE DATED... (Filed With SEC on December 11, 2012)

HEALTH CARE REIT, INC. $1,200,000,000 2.250% Notes due 2018 3.750% Notes due 2023 5.125% Notes due 2043 UNDERWRITING AGREEMENT (Filed With SEC on November 30, 2012)

HEALTH CARE REIT, INC. Summary of Director Compensation (Filed With SEC on November 7, 2012)

26,000,000 Shares HEALTH CARE REIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on September 21, 2012)

AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNRISE SENIOR LIVING, INC. BREWER HOLDCO, INC. BREWER HOLDCO SUB, INC. HEALTH CARE REIT, INC. AND RED FOX, INC. AUGUST 21, 2012 TABLE OF... (Filed With SEC on August 22, 2012)

12,000,000 Shares HEALTH CARE REIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on August 9, 2012)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on August 6, 2012)

TERM LOAN AGREEMENT Dated as of May 24, 2012 among HEALTH CARE REIT, INC., as the Borrower KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and The Other Lenders Party Hereto... (Filed With SEC on May 30, 2012)

SUPPLEMENTAL INDENTURE NO. 6 by and between HEALTH CARE REIT, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As of April 3, 2012 SUPPLEMENTAL TO THE INDENTURE DATED AS... (Filed With SEC on April 4, 2012)

HEALTH CARE REIT, INC. $600,000,000 4.125% Notes due 2019 UNDERWRITING AGREEMENT (Filed With SEC on March 29, 2012)

11,500,000 Shares HEALTH CARE REIT, INC. 6.50% Series J Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) ($1.00 Par Value Per Share) UNDERWRITING... (Filed With SEC on March 5, 2012)

18,000,000 Shares HEALTH CARE REIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on February 27, 2012)

11,000,000 Shares HEALTH CARE REIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on November 9, 2011)

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT September 1, 2011 (Filed With SEC on September 8, 2011)

FIFTH AMENDED AND RESTATEDLOAN AGREEMENT Dated as of July 27, 2011 among HEALTH CARE REIT, INC., as the Borrower KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, LC Issuer... (Filed With SEC on August 2, 2011)

HEALTH CARE REIT, INC. (Filed With SEC on March 14, 2011)

SUPPLEMENTAL INDENTURE NO. 5 (Filed With SEC on March 14, 2011)

Underwriting Agreement, dated as of March 1, 2011, between the Company and UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Deutsche... (Filed With SEC on March 7, 2011)

EQUITY PURCHASE AGREEMENT (Filed With SEC on February 28, 2011)

Percentage of (Filed With SEC on February 25, 2011)

FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on December 8, 2010)

10,000,000 Shares HEALTH CARE REIT, INC. (Filed With SEC on December 7, 2010)

HEALTH CARE REIT, INC. (Filed With SEC on November 16, 2010)

SUPPLEMENTAL INDENTURE NO. 4 (Filed With SEC on November 16, 2010)

Form of Equity Distribution Agreement, dated November 12, 2010, entered into by and between Health Care REIT, Inc. and each of UBS Securities LLC, RBS Securities Inc., KeyBanc... (Filed With SEC on November 15, 2010)

Underwriting Agreement, dated as of September 21, 2010, between the Company and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith... (Filed With SEC on September 24, 2010)

HEALTH CARE REIT, INC. (Filed With SEC on September 13, 2010)

SUPPLEMENTAL INDENTURE NO. 3 (Filed With SEC on September 13, 2010)

EX-101 INSTANCE DOCUMENT (Filed With SEC on August 6, 2010)

HEALTH CARE REIT, INC. (Filed With SEC on June 18, 2010)

AMENDMENT NO. 1 TO (Filed With SEC on June 18, 2010)

Underwriting Agreement, dated as of June 3, 2010, between the Company and Banc of America Securities LLC, Deutsche Bank Securities Inc., Barclays Capital Inc. and Credit Agricole... (Filed With SEC on June 8, 2010)

In thousands (Filed With SEC on May 10, 2010)

SUPPLEMENTAL INDENTURE NO. 2 (Filed With SEC on April 7, 2010)

HEALTH CARE REIT, INC. (Filed With SEC on April 5, 2010)

HEALTH CARE REIT, INC. (Filed With SEC on March 15, 2010)

8,000,000 Shares (Filed With SEC on September 2, 2009)

In thousands (Filed With SEC on August 6, 2009)

Percentage of (Filed With SEC on March 2, 2009)

5,500,000 Shares (Filed With SEC on January 30, 2009)

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on January 5, 2009)

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on January 5, 2009)

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on January 5, 2009)

AMENDED AND RESTATED CONSULTING AGREEMENT (Filed With SEC on January 5, 2009)

AMENDMENT TO STOCK OPTION AGREEMENTS (Filed With SEC on January 5, 2009)

Fourth Amended an (Filed With SEC on January 5, 2009)

Fourth Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and George L. Chapman (Filed With SEC on January 5, 2009)

HEALTH CARE REIT, INC. (Filed With SEC on November 7, 2008)

7,000,000 Shares (Filed With SEC on September 5, 2008)

In thousands (Filed With SEC on August 6, 2008)

4,000,000 Shares (Filed With SEC on July 3, 2008)

In thousands (Filed With SEC on May 9, 2008)

Underwriting Agreement (Filed With SEC on March 5, 2008)

Percentage of (Filed With SEC on February 28, 2008)

3,500,000 Shares (Filed With SEC on December 5, 2007)

In thousands (Filed With SEC on August 9, 2007)

HEALTH CARE REIT, INC. (Filed With SEC on July 20, 2007)

In thousands (Filed With SEC on May 10, 2007)

5,500,000 Shares (Filed With SEC on April 13, 2007)

Percentage of (Filed With SEC on March 1, 2007)

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on January 25, 2007)

RESTRICTED STOCK AGREEMENT (Filed With SEC on January 25, 2007)

HEALTH CARE REIT, INC. (Filed With SEC on November 20, 2006)

Amendment No. 1 to Agreement and Plan of Merger, dated as of October 12, 2006, by and among Health Care REIT, Inc., Heat Merger Sub, LLC, Heat OP Merger Sub, L.P., Windrose... (Filed With SEC on October 13, 2006)

Appendix A (Filed With SEC on October 13, 2006)

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES, THE BANKS SIGNATORY HERETO AND KEYBANK NATIONAL... (Filed With SEC on September 26, 2006)

CREDIT AGREEMENT (Filed With SEC on June 5, 2006)

EX-12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (Filed With SEC on May 10, 2006)

Exhibit 10.18 Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Exective Officer under the 2005 Long-Term Incentive Plan (Filed With SEC on March 10, 2006)

Exhibit 10.19 Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (Filed With SEC on March 10, 2006)

Exhibit 10.20 Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (Filed With SEC on March 10, 2006)

Exhibit 10.21 Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (Filed With SEC on March 10, 2006)

Exhibit 10.22 Form of Restricted Stock Agreement for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (Filed With SEC on March 10, 2006)

Exhibit 10.23 Form of Restricted Stock Agreement for Executive Officers under the 2005 Long-Term Incentive Plan (Filed With SEC on March 10, 2006)

Exhibit 10.24 Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (Filed With SEC on March 10, 2006)

Exhibit 10.34 Summary of Executive Compensation Program (Filed With SEC on March 10, 2006)

Exhibit 10.35 Summary of Director Compensation (Filed With SEC on March 10, 2006)

STOCK OPTION AGREEMENT (Filed With SEC on January 27, 2006)

DEFERRED STOCK UNIT GRANT AGREEMENT FOR NON-EMPLOYEE DIRECTOR (Filed With SEC on January 27, 2006)

EX-1.1: UNDERWRITING AGREEMENT (Filed With SEC on November 30, 2005)

EX-4.1: SUPPLEMENTAL INDENTURE NO. 5 (Filed With SEC on November 30, 2005)

3,000,000 Shares HEALTH CARE REIT, INC. Common Stock ($1.00 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on November 17, 2005)

EX-10.17 Form of Stock Option Agreement for Executive Officers under the 1995 Incentive Plan (Filed With SEC on March 16, 2005)

EX-10.18 Form of Restricted Stock Agreement for Executive Officers under the 1995 Incentive Plan (Filed With SEC on March 16, 2005)

EX-10.20 Form of Restricted Stock Agreement under the Stock Plan for Non-Employee Directors (Filed With SEC on March 16, 2005)

EX-10.1 INDEMNIFICATION AGREEMENT (Filed With SEC on February 18, 2005)

Exhibit 10.1 Form of Stock Option Agreement (Filed With SEC on October 26, 2004)

Exhibit 10.2 Form of Restricted Stock Agreement (Filed With SEC on October 26, 2004)

Exhibit 10.3 Form of Stock Option Agreement (Filed With SEC on October 26, 2004)

Exhibit 10.4 Form of Restricted Stock Agreement (Filed With SEC on October 26, 2004)

EX-10.1 CREDIT AGREEMENT (Filed With SEC on July 23, 2004)

EX-10.2 EMPLOYMENT AGREEMENT (Filed With SEC on July 23, 2004)

EX-10.3 ISDA MASTER AGREEMENT AND SCHEDULE (Filed With SEC on July 23, 2004)

EX-10.4 INTEREST RATE SWAP CONFIRMATION-BANK OF AMERICA, N.A (Filed With SEC on July 23, 2004)

EX-10.5 INTEREST RATE SWAP CONFIRMATION-DEUTSCHE BANK AG (Filed With SEC on July 23, 2004)

EX-10.6 INTEREST RATE & CURRENCY RISK MANAGEMENT POLICY (Filed With SEC on July 23, 2004)

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