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                                                                EXHIBIT 10.4

                           RESTRICTED STOCK AGREEMENT
                            FOR NON-EMPLOYEE DIRECTOR


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

                                   WITNESSETH:

         WHEREAS, the Director serves as a member of the Board of Directors of
the Corporation; and

         WHEREAS, the Corporation maintains the Health Care REIT, Inc. Stock
Plan for Non-Employee Directors (the "Plan") in order to secure for the
Corporation and its stockholders the benefits inherent in increased ownership of
common stock of the Corporation by those members of the Corporation's Board of
Directors who are not employed by the Corporation; and

         WHEREAS, the terms of the Plan provide that each eligible member of the
Board of Directors shall be granted shares of restricted stock at the time of
the regular January meeting of the Board each year, on the terms and conditions
set forth below.

         NOW, THEREFORE, in consideration of the past and future services the
Director has provided to the Corporation as a member of the Board, 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 Director a total of
____________ (______) shares of the common stock, $1.00 par value per share, of
the Corporation (the "Restricted Shares"), subject to the transfer restrictions
and other conditions set forth in this Agreement. The Director shall not be
required to make any payment to the Corporation (other than his or her services
as a director) 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 Director
promptly upon execution of this Agreement. On or before the date of execution of
this Agreement, the Director shall deliver to the Corporation one or more stock
powers endorsed in blank relating to the Restricted Shares.




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         2. RESTRICTIONS.

                  The Director shall have all of the 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 as these restrictions lapse under Section 3 or any other provision of this
Agreement:

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

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

                  (c) the Restricted Shares shall be subject to forfeiture upon
         termination of the Director's service on the Board of Directors to the
         extent set forth in Section 6 below.

If 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.

                  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 a single installment, six
(6) months after the date of the grant, so that the restrictions under this
Agreement shall lapse with respect to all of the Restricted Shares on
___________, 20__ (or at such earlier time as the restrictions may lapse
pursuant to Sections 6, 7 or 8).

         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:

         "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."



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Once the restrictions imposed by this Agreement have lapsed with respect to the
Restricted Shares, the stock certificate or certificates for such 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 Director (or to the person to whom the rights of the Director shall have
passed by will or the laws of descent and distribution) promptly after the date
on which the restrictions imposed with respect to such shares have lapsed.

         5. NO TAX WITHHOLDING.

                  Whenever the restrictions on the Director's rights to some or
all of the Restricted Shares lapse under Section 3 (or on an accelerated basis
pursuant to Sections 6, 7 or 8 of this Agreement), the Corporation shall notify
the Director of the amount of tax which the Director incurs under applicable
federal, state and local tax laws. The Corporation will not withhold such taxes,
and the Director acknowledges that the Director may need to adjust his or her
estimated tax payments to take the additional taxable income into account.

         6. TERMINATION OF SERVICE ON THE BOARD.

                  If the Director shall resign from service as a member of the
Board of Directors (other than as a result of total disability or retirement
after age 65), decides not to stand for reelection at the expiration of the
Director's term of office, is not nominated by the Board to stand for election
at the Annual Stockholders' Meeting at which the Director's term of office
expires, or, if nominated, is not reelected, then any shares of Restricted Stock
held by the Director which have not yet vested (and remain subject to the
restrictions imposed by this Agreement) shall be forfeited. If the Director is
removed from the Board by the stockholders of the Corporation for cause (for
these purposes, cause shall include, but not be limited to, dishonesty,
incompetence, moral turpitude, other misconduct of any kind and the refusal to
perform the Director's duties and responsibilities for any reason other than
illness or incapacity), then all unvested shares of Restricted Stock then held
by the Director shall immediately be forfeited.

                  If the Director ceases to serve as a member of the Board prior
to the end of the Director's term as a result of the Director's total
disability, or as a result of retirement after age 65, all remaining
restrictions imposed on the Restricted Shares by this Agreement shall lapse
immediately, and stock certificates for the shares may be delivered to the
Director, free of any transfer restrictions.

         7. EFFECT OF DEATH.

                  If the Director dies before the restrictions imposed on the
Restricted Shares have otherwise lapsed, the restrictions imposed on the
Restricted Shares by this Agreement shall lapse immediately, and stock
certificates for the shares shall be delivered to the Director's executor,
administrator, or any person to whom the Restricted Shares may be transferred by
the Director's will or by the laws of descent.


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         8. EFFECT OF CHANGE IN CORPORATE CONTROL.

                  Notwithstanding the restrictions imposed on the Restricted
Shares by this Agreement, all such restrictions shall lapse immediately, and the
Restricted Shares shall become freely transferable immediately in the event of a
Change in Corporate Control.

                  For purposes of this Section 8, 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 January 20, 1997, shall be
         "Continuing Directors". Any person who is nominated for election as a
         member of the Board after January 20, 1997, 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.

         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. 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.



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         10. GRANT NOT TO AFFECT STATUS AS DIRECTOR.

                  Neither this Agreement nor the Restricted Shares granted
hereunder shall confer upon the Director any right to continue the Director's
service as a member of the Board of Directors of 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:
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Vice President and                          Chairman and
Corporate Secretary                         Chief Executive Officer


                                         DIRECTOR


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