Appendix A

September 12, 2006

Mr. Fred S. Klipsch
3502 Woodview Trace
Suite 210
Indianapolis, Indiana 46268

Dear Mr. Klipsch:

     Reference is made to the merger (“Merger”) of [OP Merger Sub] with and into Windrose Medical Properties, L.P. (“Company OP”) pursuant to the Agreement and Plan of Merger dated September 12, 2006 (the “Merger Agreement”). In connection with the Merger, units of partnership interest in Company OP (“Company OP Units”) will automatically be converted into shares of common stock of Health Care REIT, Inc. (“Parent Shares”) as set forth in the Merger Agreement and cash in lieu of fractional shares, in a taxable transaction (the “OP Unit Exchange”). You and certain others are holders of Company OP Units and, in connection with the Merger, will exchange your Company OP Units in the Merger.

     Health Care REIT, Inc. (“Parent”) hereby agrees to pay to you, at the Effective Time of the OP Merger (as defined in the Merger Agreement), an amount of cash equal to the Adjustment Amount (as defined below), determined as of the Effective Time, attributable to your OP Unit Exchange. For informational purposes only, the Current Tax Cost based on December 31, 2005 basis numbers, and assuming a value of $18.06 per Company OP Unit in the OP Unit Exchange, is estimated to be approximately $488,369. The Gross-Up Amount will be calculated as set forth below.

     Katz Sapper Miller (the “Expert”) shall determine the Adjustment Amount. Parent shall be responsible for the fees and expenses of the Expert. In determining the Current Tax Cost (as defined below) and the Gross-Up Amount (as defined below), the Expert shall take into account, as relevant, your actual tax basis capital account in the Company OP, as determined for federal income tax purposes, and your actual tax basis in your interest in the Company OP.

     The payment of the Adjustment Amount pursuant to this letter agreement shall be in addition to, and shall not in any manner reduce, the amounts distributable or payable to you pursuant to the other provisions of the Merger Agreement and Amended and Restated Agreement of Limited Partnership of Company OP (calculated as if there had been no Adjustment Amount).

     “Adjustment Amount” means the amount equal to the sum of (i) the Current Tax Cost and (ii) the Gross-Up Amount as of the Effective Time of the Merger.

     “Current Tax Cost” means, with respect to the OP Unit Exchange, an amount equal to the aggregate of the federal, state and local income taxes, net of the benefit of the deduction from federal income taxes for state and local income taxes assumed paid, that would be incurred by you as a result of the OP Unit Exchange. For purposes of this paragraph, (x) all income arising from the OP Unit Exchange that is treated as ordinary income or short-term capital gain under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and all payments under this letter agreement shall be treated as subject to federal, state and local income taxes at an effective tax rate imposed on ordinary income of individuals residing in the local and state in which you reside are for tax purposes determined using the maximum federal, state and local rates of tax on ordinary income then in effect, (y) all other income arising from the OP Unit Exchange shall be subject to federal, state and local income tax at the effective tax rate imposed on long-term capital gains of individuals residing in the local and state in which the you reside, determined using the maximum federal, local and state rates on long-term capital gains then in effect (including for this purpose with respect to any Code Section 1245 or Section 1250 recapture (or, as relevant, analogous state and local recapture), the maximum tax rate imposed on such income), and (z) any amounts giving rise to a payment pursuant to this provision will be determined assuming the OP Unit Exchange was the only transaction or event reported on your tax return (i.e., without giving effect to any loss carryforwards or other deductions attributable to you).

     “Gross-Up Amount” means an amount equal to the federal, state and local income taxes payable by you as the result of the receipt of an amount equal to the Current Tax Cost and the Gross-Up Amount, as applicable, pursuant to this letter agreement, calculated in a manner consistent with and using the same tax rates used for the calculation of Current Tax Cost. Exhibit A to this letter agreement sets forth an example of a calculation of the Gross-Up Amount.

Very Truly Yours,

HEALTH CARE REIT, INC.

By: /s/ George L. Chapman                              

Name: George L. Chapman

Title: Chairman and Chief Executive Officer

Exhibit A

Example of Gross-Up Amount Calculation

Total Gain Recognized			5,000,000
Unrecaptured Section 1250 Gain			500,000
Federal Tax Rate — Ordinary Income			35.00	%
Federal Tax Rate — Unrecaptured Section 1250 Gain			25	%
Federal Tax Rate — Regular Capital Gain			15	%
Hypothetical Applicable State and Local Tax Rate			4.4	%
State and Local Tax Due from OP Unit Exchange($5,000,000 * 4.4%)			220,000
Federal Tax Benefit from State and Local Tax Deduction ($220,000 * 35.0%)			(77,000	)
Federal Tax Due from OP Unit Exchange ($500,000 * 25% plus $4,500,000 * 15%)			800,000
Less: Federal Tax Benefit from State and Local Tax Deduction			(77,000	)
Federal Tax Due			723,000
State and Local Tax Due			220,000
Total Tax Due			943,000
Gross-Up Calculation
Total Tax by Applicable Holders (net of any applicable deductions)			943,000
Divide by (1 — Federal, State and Local effective tax rate1)			62.14	%2,3
Result			1,517,541
Payment for Federal, State and Local Tax Due			943,000
Gross-Up Payment			574,541
Total Payment			1,517,541

This Exhibit A is intended to provide an example of the gross up calculation used to determine the Gross-Up Amount only and does not reflect the actual tax due from the OP Unit Exchange.