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                                                                   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




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                             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
----------------------------------        -------------------------------------
Witness




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