<PAGE>
                                                                EXHIBIT 10.2

                           RESTRICTED STOCK AGREEMENT

         THIS RESTRICTED STOCK AGREEMENT (the "Agreement"), made this ____ day
of ____________, 20__, between Health Care REIT, Inc., a Delaware corporation
(the "Corporation"), and _________________________ (the "Participant").

                                   WITNESSETH:

         WHEREAS, the Participant is an employee and executive officer of the
Corporation; and

         WHEREAS, the Corporation adopted the Health Care REIT, Inc. 1995 Stock
Incentive Plan (the "Plan") in order to provide select key employees with
additional incentives to achieve long-term corporate objectives; and

         WHEREAS, the Compensation Committee of the Corporation's Board of
Directors has decided that the Participant should be granted restricted shares
of the Corporation's common stock, $1.00 par value per share ("Common Stock"),
on the terms and conditions set forth below in accordance with the terms of the
Plan.

         NOW, THEREFORE, in consideration of the past and future services
provided to the Corporation by the Participant and the various covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

         1.       Grant of Restricted Stock.

                  The Corporation hereby grants to the Participant a total of
_____________________ (_____) shares of the Common Stock of the Corporation (the
"Restricted Shares"), subject to the transfer restrictions and other conditions
set forth in this Agreement. The Participant shall not be required to provide
the Corporation with any payment (other than his or her past and future services
to the Corporation) in exchange for such Restricted Shares.

                  As provided in Section 4, the Corporation shall cause the
Restricted Shares to be issued and a stock certificate or certificates
representing the Restricted Shares to be registered in the name of the
Participant promptly upon execution of this Agreement. On or before the date of
execution of this Agreement, the Participant shall deliver to the Corporation
one or more stock powers endorsed in blank relating to the Restricted Shares.

         2. Restrictions.

                  (a) The Participant shall have all rights and privileges of a
stockholder of the Corporation with respect to the Restricted Shares, including
voting rights and the right to receive dividends paid with respect to the
Restricted Shares, except that the following restrictions shall apply until such
time or times as these restrictions lapse under Section 3 or any other provision
of this Agreement:






<PAGE>

                  (i) the Participant shall not be entitled to delivery of the
         certificate or certificates for any of the Restricted Shares until the
         restrictions imposed by this Agreement have lapsed with respect to
         those Restricted Shares;

                  (ii) the Restricted Shares may not be sold, transferred,
         assigned, pledged or otherwise encumbered or disposed of by the
         Participant before these restrictions have lapsed, except with the
         consent of the Corporation; and

                  (iii) the Restricted Shares shall be subject to forfeiture
         upon termination of the Participant's employment with the Corporation
         to the extent set forth in Section 6 below.

If any portion of the Restricted Shares become vested under Section 3 below (or
Sections 6, 7 or 8), such newly vested shares shall no longer be subject to the
preceding restrictions and shall no longer be considered Restricted Shares.

                  (b) Any attempt to dispose of Restricted Shares in a manner
contrary to the restrictions set forth in this Agreement shall be ineffective.

         3. When Restrictions Lapse.

                  The Restricted Shares shall vest in five annual installments,
on _________, 20__ and the next four anniversaries of such date, or at such
earlier time as the restrictions may lapse pursuant to Sections 6, 7 or 8 of
this Agreement. In the absence of any accelerated vesting and lapse of the
restrictions under Sections 6, 7 or 8, the restrictions set forth in this
Agreement shall lapse with respect to the following numbers of shares on the
following dates:

                                                       NUMBER OF SHARES
                  DATE                                 THAT BECOME VESTED
                  ----                                 ------------------

                  _________, 20__                      _____ shares

                  _________, 20__                      _____ shares

                  _________, 20__                      _____ shares

                  _________, 20__                      _____ shares

                  _________, 20__                      _____ shares


         4. Issuance of Stock Certificates for Shares.

                  The stock certificate or certificates representing the
Restricted Shares shall be issued promptly following the execution of this
Agreement, and shall be delivered to the Corporate Secretary or such other
custodian as may be designated by the Corporation, to be held until the
restrictions lapse under Sections 3, 6, 7 or 8. Such stock certificate or
certificates shall bear the following legend:

                                       2

<PAGE>

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of a Restricted Stock Agreement entered into between the
         registered owner and Health Care REIT, Inc. Copies of such Agreement
         are on file in the offices of the Corporate Secretary, Health Care
         REIT, Inc., One SeaGate, Suite 1500, Toledo, Ohio 43604."

Once the restrictions imposed by this Agreement have lapsed with respect to any
portion of the Restricted Shares, a stock certificate or certificates for such
portion of the Restricted Shares shall be returned and exchanged for a new
unlegended stock certificate representing the newly vested shares. The new
certificates shall be delivered to the Participant (or to the person to whom the
rights of the Participant shall have passed by will or the laws of descent and
distribution) promptly after the date on which the restrictions imposed on such
shares by this Agreement have lapsed, but not before the Participant has made
arrangements satisfactory to the Corporation for tax withholding (as required by
Section 5), and provided that any certificate representing the portion of the
newly vested shares (if any) that the Participant applies to satisfy his or her
tax withholding obligations pursuant to Section 5(b) below shall be delivered to
the Corporation rather than the Participant.

         5. Tax Withholding.

                  Whenever the restrictions applicable to all or a portion of
the Restricted Shares lapse under the terms of this Agreement, the Corporation
shall notify the Participant of the amount of tax that must be withheld by the
Corporation under all applicable federal, state and local tax laws. The
Participant agrees to make arrangements with the Corporation to (a) remit the
required amount to the Corporation in cash, (b) deliver to the Corporation
shares of Common Stock currently held by the Participant (including newly vested
Restricted Shares) with a value equal to the required amount, (c) authorize the
deduction of the required amount from the Participant's compensation, or (d)
otherwise provide for payment of the required amount in a manner satisfactory to
the Corporation.

         6. Termination of Employment; Change in Corporate Control.

                  If the Participant's employment with the Corporation is
involuntarily terminated for "Cause" (as defined in the Participant's Employment
Agreement) during the term of this Agreement, or if the Participant voluntarily
terminates his or her employment with the Corporation (other than after a Change
in Corporate Control (as described below) or as provided in Sections 7 or 8
below), including any termination after the term of the Participant's Employment
Agreement expires by reason of the Participant's election not to extend the term
of the Employment Agreement, any Restricted Shares that remain subject to the
restrictions imposed by this Agreement shall be forfeited.

                  If the Participant's employment is terminated involuntarily
without Cause, including an involuntary termination without Cause as a result of
the Corporation's election not to extend the term of the Participant's
Employment




                                       3
<PAGE>
Agreement, or in the event of a Change in Corporate Control, the restrictions
imposed by this Agreement on the remaining Restricted Shares shall lapse
immediately, and no Restricted Shares shall be forfeited.

                  For purposes of this Section 6, a "Change in Corporate
Control" shall include any of the following events:

                  (a) The acquisition in one or more transactions of more than
         twenty percent 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);

                  (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;

                  (c) Any election of persons to the Board of Directors which
         causes a majority of the Board of Directors to consist of persons other
         than "Continuing Directors". For this purpose, those persons who were
         members 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 Board of Directors is approved or recommended by a
         majority of the members of the Board (or of 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.

         7. Effect of Death.

                  If the termination of the Participant's employment occurs as a
result of the Participant's death, all of the restrictions imposed on the
Restricted Shares by this Agreement shall lapse immediately.

         8. Effect of Permanent and Total Disability or Retirement After Age 65.

                  If the termination of the Participant's employment occurs
after a finding of the Participant's permanent and total disability, or as a
result of retirement after age 65, all of the restrictions imposed on the
Restricted Shares by this Agreement shall lapse immediately.

         9. Securities Laws.

                  The Corporation may from time to time impose such conditions
on the transfer of the Restricted Shares as it deems necessary or advisable to
ensure that any transfers of the Restricted Shares will satisfy the applicable
requirements of federal and state securities laws.


                                       4
<PAGE>

Such conditions may include, without limitation, the partial or complete
suspension of the right to transfer the Restricted Shares until the Restricted
Shares have been registered under the Securities Act of 1933, as amended.

         10. Grant Not to Affect Employment.

                  Neither this Agreement nor the Restricted Shares granted
hereunder shall confer upon the Participant any right to continued employment
with the Corporation. This Agreement shall not in any way modify or restrict any
rights the Corporation may have to terminate such employment under the terms of
the Participant's Employment Agreement with the Corporation.

         11. Miscellaneous.

                  (a) This Agreement may be executed in one or more
counterparts, all of which taken together will constitute one and the same
instrument.

                  (b) The terms of this Agreement may only be amended, modified
or waived by a written agreement executed by both of the parties hereto.

                  (c) The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Ohio, without giving
effect to principles of conflicts of law; provided, however, that matters of
corporate law, including the issuance of shares of Common Stock, shall be
governed by the Delaware General Corporation Law.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.

ATTEST:                                    HEALTH CARE REIT, INC.


                                           By:
---------------------------------              -------------------------------
Vice President and                             Chairman and
Corporate Secretary                            Chief Executive Officer



---------------------------------          ------------------------------------

                                           Name:
                                                 ------------------------------


                                       5