EX-4.1



 Exhibit 4.1 
 CERTIFICATE OF DESIGNATION 
 OF 

6.50% SERIES J CUMULATIVE REDEEMABLE PREFERRED STOCK 
 OF 
 HEALTH CARE REIT, INC. 

Pursuant to Section 151 of the 
 General Corporation Law of the State of Delaware 
 The undersigned duly
authorized officer of Health Care REIT, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that, pursuant to authority conferred upon the Board of
Directors of the Corporation (the “Board”) by the Second Restated Certificate of Incorporation of the Corporation (as such may be amended from time to time, the “Certificate of Incorporation”) and pursuant to Section 151 of
the General Corporation Law of the State of Delaware, the Pricing Committee of the Board, acting by written consent effective as of February 29, 2012 pursuant to authority delegated to it by the Board by resolutions adopted and effective as of
January 26, 2012, adopted resolutions (i) authorizing a new series of the Corporation’s previously authorized preferred stock, $1.00 par value per share (the “Preferred Stock”), and (ii) providing for the designations,
preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of 11,500,000 shares of 6.50% Series J Cumulative Redeemable Preferred Stock of the Corporation, and this Certificate of
Designation shall be effective as of March 7, 2012 at 9:00 a.m., as follows: 
 RESOLVED, that the Corporation is
authorized to issue 11,500,000 shares of 6.50% Series J Cumulative Redeemable Preferred Stock, $1.00 par value per share, which shall have the following powers, designations, preferences and other special rights: 

Section 1. Designation and Amount. The shares of such series shall be designated as “6.50% Series J Cumulative
Redeemable Preferred Stock” (the “Series J Preferred Stock”) and the number of shares constituting such series shall be Eleven Million Five Hundred Thousand (11,500,000). 

Section 2. Maturity. The Series J Preferred Stock shall have no stated maturity and will not be subject to any sinking fund
or mandatory redemption. 
 Section 3. Rank. The Series J Preferred Stock shall, with respect to dividend rights and
rights upon liquidation, dissolution or winding up of the Corporation, rank (i) senior to the common stock of the Corporation, par value $1.00 per share (the “Common Stock”), and to each other class or series of the Corporation’s
equity securities established after the original issuance date of the Series J Preferred Stock (the “Issue Date”), the terms of which do not expressly provide that such class or series of equity securities ranks senior to or on a parity
with 







 
the Series J Preferred Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation; (ii) on a parity, in all respects, with the
Corporation’s outstanding 7 7/8% Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”), 7 5/8% Series F Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock”), 6% Series H Cumulative
Convertible and Redeemable Preferred Stock (the “Series H Preferred Stock”) and 6.50% Series I Cumulative Convertible Perpetual Preferred Stock (the “Series I Preferred Stock”) and any other class or series of the
Corporation’s equity securities established after the Issue Date, the terms of which specifically provide that such class or series of equity securities shall rank on a parity with the Series J Preferred Stock with respect to dividend rights
and rights upon liquidation, dissolution or winding up of the Corporation; and (iii) junior to each class or series of the Corporation’s equity securities established after the Issue Date in compliance with Section 8(D) hereof, the
terms of which expressly provide that such class or series of equity securities shall rank senior to the Series J Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation. The term
“equity securities” shall not include convertible debt securities. 
 Section 4. Dividends. 

(A) Holders of shares of the Series J Preferred Stock are entitled to receive, when, as and if declared by the Board (or a duly authorized
committee thereof), out of funds of the Corporation legally available for the payment of dividends, cumulative preferential cash dividends at the rate of 6.50% per annum of the $25.00 per share liquidation preference of the Series J Preferred
Stock (equivalent to a fixed annual amount of $1.625 per share). Such dividends on the Series J Preferred Stock shall accrue on a daily basis and be cumulative from, and including, the immediately preceding Dividend Payment Date (as defined below)
or, if no dividends have been paid, the Issue Date, to, but not including, the next succeeding Dividend Payment Date or redemption date, as applicable. Dividends on the Series J Preferred Stock shall be payable quarterly in arrears on or about the
15th day of January, April, July and October of each year, beginning on April 15, 2012 (each, a “Dividend Payment Date”); provided, however, that if any Dividend Payment Date is not a Business Day (as hereinafter defined), then the
dividend that would otherwise have been payable on such Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other
sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Any dividend payable on the Series J Preferred Stock for any partial dividend period shall be prorated and computed on the basis of
a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the first day of the
calendar month in which the applicable Dividend Payment Date falls or such other date designated by the Board for the payment of dividends that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a
“Dividend Record Date”). 
 (B) No dividend on the Series J Preferred Stock shall be authorized by the Board or
declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment
or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. 

  
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 (C) Notwithstanding anything to the contrary contained herein, dividends on the Series J
Preferred Stock shall accrue whether or not the restrictions referred to in Section 4(B) exist, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not
such dividends are authorized or declared. Accrued but unpaid dividends on the Series J Preferred Stock will accrue as of the Dividend Payment Date on which they first become payable or on the date of redemption as the case may be. Accrued and
unpaid dividends will not bear interest. 
 (D) If any shares of Series J Preferred Stock are outstanding, no dividends will be
authorized by the Board or declared by the Corporation or paid or set apart for payment on any equity securities of the Corporation of any other class or series ranking, as to dividends, on a parity with or junior to the Series J Preferred Stock
unless full cumulative dividends have been or contemporaneously are authorized by the Board and declared by the Corporation and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such payment on the
Series J Preferred Stock for all past dividend periods and the then-current dividend period. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series J Preferred Stock and all
other equity securities ranking on a parity, as to dividends, with the Series J Preferred Stock, all dividends authorized and declared, paid or set apart for payment upon the Series J Preferred Stock and all other equity securities ranking
on a parity, as to dividends, with the Series J Preferred Stock shall be authorized and declared and paid pro rata or authorized and declared and set apart for payment pro rata so that the amount of dividends authorized and declared per share
of Series J Preferred Stock and each such other equity security shall in all cases bear to each other the same ratio that accrued dividends per share of Series J Preferred Stock and other equity security (which shall not include any
accrual in respect of unpaid dividends for prior dividend periods if such equity securities do not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment
or payments on Series J Preferred Stock which may be in arrears. 
 (E) Except as provided in Section 4(D), unless full
cumulative dividends on the Series J Preferred Stock have been or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend
periods and the then-current dividend period, no dividends (other than in Common Stock or other equity securities of the Corporation ranking junior to the Series J Preferred Stock as to dividends and upon liquidation) shall be authorized and
declared or paid or set apart for payment nor shall any other dividend be authorized and declared or made upon the Common Stock or any other equity securities of the Corporation ranking junior to or on a parity with the Series J Preferred Stock
as to dividends or upon liquidation, nor shall any Common Stock or any other equity securities of the Corporation ranking junior to or on a parity with the Series J Preferred Stock as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such equity securities) by the Corporation (except


  
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by conversion into or exchange for other equity securities of the Corporation ranking junior to the Series J Preferred Stock as to dividends and upon liquidation, by redemption, purchase or
acquisition of equity securities under incentive, benefit or share purchase plans of the Corporation for officers, directors or employees or others performing or providing similar services, or by other redemption, purchase or acquisition of such
equity securities for the purposes of preserving the Corporation’s status as a real estate investment trust (“REIT”) for federal income tax purposes and enforcing the restrictions contained in the Fourth Amended and Restated By-Laws
of the Corporation, as amended from time to time (the “By-Laws”)). 
 (F) If, for any taxable year, the Corporation
elects to designate as “capital gain dividends” (as defined in Section 857(b)(3)(C) of the Internal Revenue Code of 1986, as amended) any portion (the “Capital Gains Amount”) of the dividends (as determined for federal income tax
purposes) paid or made available for the year with respect to all classes of stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable with respect to the Series J Preferred Stock shall be the
amount that the total dividends (as determined for federal income tax purposes) paid or made available with respect to the Series J Preferred Stock for the year bears to the Total Dividends. The Corporation shall further allocate such portion of the
Capital Gains Amount allocable with respect to the Series J Preferred Stock among the Dividend Payment Dates. The Corporation is not required to distribute its capital gains, and may elect to retain and pay income tax on its net long-term capital
gains. In such a case, the holders of Series J Preferred Stock would include in income their appropriate share of the Corporation’s undistributed long-term capital gains, as designated by the Corporation and reported to the holders, and also
would receive a credit for the taxes paid by the Corporation on such undistributed capital gains. 
 (G) Holders of Series J
Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of the full cumulative dividends on the Series J Preferred Stock as described above. Any dividend payment made on the Series J Preferred
Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such stock which remains payable. 
 (H) “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required
by law, regulation or executive order to close. 
 Section 5. Liquidation Rights. 

(A) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (referred to herein sometimes
as a “liquidation”), the holders of Series J Preferred Stock then outstanding shall be entitled to be paid, or have the Corporation declare and set apart for payment, out of the assets of the Corporation legally available for distribution
to stockholders (after payment or provision for payment of all debts and other liabilities of the Corporation), a liquidation preference in cash or property having a fair market value as determined by the Board of Twenty-Five Dollars ($25.00) per
share of Series J Preferred Stock, plus an amount equal to all accrued and unpaid dividends to, but not including, the date of payment (the “Liquidation Preference”), before any distribution of assets is made to holders of Common Stock or
any other equity securities of the Corporation that rank junior to the Series J Preferred Stock as to liquidation rights. 
 (B)
If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation are insufficient to pay the full 

  
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amount of the Liquidation Preference to holders of Series J Preferred Stock and the corresponding amounts payable on all shares of other classes or series of equity securities of the Corporation
ranking on a parity with the Series J Preferred Stock as to liquidation rights, then the holders of the Series J Preferred Stock and all other such classes or series of equity securities shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise be respectively entitled. 
 (C) Written notice
of the effective date of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by
first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series J Preferred Stock at the address of such holder as the same shall appear on the stock transfer
records of the Corporation. 
 (D) After payment of the full amount of the Liquidation Preference to which they are entitled,
the holders of Series J Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. 
 (E)
None of a consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s assets or
business shall be considered a liquidation, dissolution or winding up of the Corporation. 
 Section 6. Redemption.

 (A) Except as described in Section 7 below and this Section 6, the shares of Series J Preferred Stock are not
redeemable prior to March 7, 2017. To ensure that the Corporation remains qualified as a REIT for federal income tax purposes, however, shares of the Series J Preferred Stock shall be subject to the provisions of Article VI of the By-Laws,
pursuant to which any issuance or transfer of shares of Series J Preferred Stock to or for the benefit of a stockholder in excess of the Aggregate Value Limit (as defined in Article VI of the By-Laws) shall be null and void. On and after
March 7, 2017, the Corporation, at its option, upon giving notice as provided below, may redeem the Series J Preferred Stock, in whole or from time to time in part, for cash, at a redemption price of Twenty-Five Dollars ($25.00) per share, plus
all accrued and unpaid dividends on such Series J Preferred Stock to, but not including, the date of such redemption (the “Redemption Right”). 
 (B) If fewer than all of the outstanding shares of Series J Preferred Stock are to be redeemed pursuant to the Redemption Right, the shares to be redeemed may be selected pro rata (as nearly as
practicable without creating fractional shares) or by lot or in such other equitable method determined by the Corporation. If such redemption is to be by lot and, as a result of such redemption, any holder of Series J Preferred Stock would become a
holder of a number of shares of Series J Preferred Stock in excess of the Aggregate Value Limit because such holder’s shares of Series J Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the
By-Laws of the Corporation, the Corporation shall redeem the requisite number of shares of Series J Preferred Stock of such holder such that no holder will hold in excess of the Aggregate Value Limit subsequent to such redemption. 

  
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 (C) Notwithstanding anything to the contrary contained herein, unless full cumulative
dividends on all shares of Series J Preferred Stock shall have been or contemporaneously are declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the
then-current dividend period, no shares of Series J Preferred Stock shall be redeemed unless all outstanding shares of Series J Preferred Stock are simultaneously redeemed; provided, however, that the foregoing shall not prevent the redemption or
purchase by the Corporation in order to ensure that the Corporation remains qualified as a REIT for federal income tax purposes or the purchase or acquisition of shares of Series J Preferred Stock pursuant to a purchase or exchange offer made on the
same terms to holders of all shares of Series J Preferred Stock. In addition, unless full cumulative dividends on all shares of Series J Preferred Stock have been or contemporaneously are authorized and declared and paid or authorized and declared
and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then-current dividend period, the Corporation shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall
any monies be paid to or be made available for a sinking fund for the redemption of, any shares of Series J Preferred Stock (except by conversion into or exchange for equity securities of the Corporation ranking junior to the Series J Preferred
Stock as to dividends and upon liquidation; provided, however, that the foregoing shall not prevent any purchase or acquisition of shares of Series J Preferred Stock for the purpose of preserving the Corporation’s status as a REIT or pursuant
to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series J Preferred Stock). 
 (D)
Immediately prior to or upon any redemption of shares of Series J Preferred Stock, the Corporation shall pay, in cash, any accrued and unpaid dividends to, but not including, the redemption date, unless a redemption date falls after a Dividend
Record Date and prior to the corresponding Dividend Payment Date, in which case each holder of shares of Series J Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date (including any accrued and unpaid dividends for prior periods) notwithstanding the redemption of such shares before such Dividend Payment Date. Except as provided above, the Corporation will make no payment or
allowance for unpaid dividends, whether or not in arrears, on any shares of Series J Preferred Stock for which a notice of redemption has been given. 
 (E) The following provisions set forth the procedures for redemption pursuant to the Redemption Right: 
 (i) Notice of redemption will be given by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less
than 30 nor more than 60 days prior to the redemption date. A similar notice will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of
the shares of Series J Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. 

  
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No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series J Preferred Stock except as to the
holder to whom notice was defective or not given. 
 (ii) In addition to any information required by law or by
the applicable rules of any exchange upon which shares of Series J Preferred Stock may be listed or admitted to trading, such notice shall state: (a) the redemption date; (b) the redemption price; (c) the number of shares of Series J
Preferred Stock to be redeemed; (d) the place or places where the certificates, to the extent Series J Preferred Stock are certificated, for the shares of Series J Preferred Stock are to be surrendered (if so required in the notice) for payment
of the redemption price; and (e) that dividends on the shares of Series J Preferred Stock to be redeemed will cease to accrue on such redemption date. If fewer than all of the shares of Series J Preferred Stock held by any holder are to be
redeemed, the notice mailed to such holder shall also specify the number of shares of Series J Preferred Stock held by such holder to be redeemed. 
 (iii) If the Corporation shall so require and the notice shall so state, on or after the redemption date, each holder of shares of Series J Preferred Stock to be redeemed shall present and surrender the
certificates evidencing such shares of Series J Preferred Stock, to the extent such shares are certificated, to the Corporation at the place designated in the notice of redemption and thereupon the redemption price of such shares (including all
accrued and unpaid dividends to, but not including, the redemption date) shall be paid to, or on the order of, the person whose name appears on such certificate evidencing such shares of Series J Preferred Stock as the owner thereof, and each
surrendered certificate shall be canceled. If fewer than all the shares evidenced by any such certificate evidencing Series J Preferred Stock are to be redeemed, a new certificate shall be issued evidencing the unredeemed shares. In the event that
the shares of Series J Preferred Stock to be redeemed are uncertificated, such shares shall be redeemed in accordance with the notice and the applicable procedures of any depository and no further action on the part of the holders of such stock
shall be required. 
 (iv) From and after the redemption date (unless the Corporation defaults in payment of the
redemption price), all dividends on the shares of Series J Preferred Stock designated for redemption in such notice shall cease to accrue and all rights of the holders thereof, except the right to receive the redemption price thereof (including all
accrued and unpaid dividends to, but not including, the redemption date), shall cease and terminate, and such shares shall not thereafter be transferred (except with the consent of the Corporation) on the Corporation’s stock transfer records,
and such shares shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Corporation, prior to a redemption date, may irrevocably deposit the redemption price (including accrued and unpaid dividends to, but not
including, the redemption date) of the shares of Series J Preferred Stock so called for redemption in trust for the holders thereof with a bank or trust company, in which case the redemption notice to holders of shares of the Series J Preferred
Stock to be redeemed shall (a) state the date of such deposit, (b) specify the office of such bank or trust company as the place of payment of the redemption price and (c) require such holders to surrender the certificates evidencing


  
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such shares, to the extent such shares are certificated, at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of
the redemption price (including all accrued and unpaid dividends to, but not including, the redemption date). Any monies so deposited which remain unclaimed by the holders of the shares of Series J Preferred Stock to be redeemed at the end of two
years after the redemption date shall be returned by such bank or trust company to the Corporation. 
 (F) Subject to applicable
law and the limitation on purchases when dividends on the Series J Preferred Stock are in arrears, the Corporation may, at any time and from time to time, purchase any shares of Series J Preferred Stock in the open market, by tender or by private
agreement. 
 (G) Any shares of Series J Preferred Stock that shall at any time have been redeemed or otherwise acquired shall,
after such redemption or acquisition, have the status of authorized but unissued shares of Preferred Stock, without further designation as to series until such shares are once more classified and designated as part of a particular series by the
Board. 
 Section 7. Special Optional Redemption by the Corporation. 

(A) Upon the occurrence of a Change of Control (as defined below), the Corporation will have the option upon written notice mailed by the
Corporation, postage pre-paid, not less than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of the shares of Series J Preferred Stock to be redeemed at their respective addresses as they appear on the
stock transfer records of the Corporation, to redeem the shares of Series J Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at Twenty-Five Dollars ($25.00) per share plus
accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series J Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date (as defined below), the Corporation has provided or
provides notice of redemption with respect to the Series J Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of such Series J Preferred Stock will not have the conversion right described
below in Section 10. 
 A “Change of Control” is when, after the original issuance of the Series J Preferred
Stock, the following have occurred and are continuing: 
 (i) the acquisition by any person, including any
syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a purchase, merger or other
acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Corporation entitling that person to exercise more than 50% of the total voting power of all stock of the Corporation entitled to vote
generally in elections of directors (except that such person will be deemed to have 

  
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beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), and 
 (ii) following the closing of any transaction referred to in (i) above, neither the
Corporation nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “NYSE”), the NYSE Amex Equities (the “NYSE
Amex”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ. 
 (B) In addition to any information required by law or by the applicable rules of any exchange upon which the Series J Preferred Stock may be listed or admitted to trading, such notice shall state:
(i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series J Preferred Stock to be redeemed; (iv) the place or places where the certificates for such shares of Series J Preferred Stock, to the extent
such shares of Series J Preferred Stock are certificated, are to be surrendered (if so required in the notice) for payment of the redemption price; (v) that the shares of Series J Preferred Stock are being redeemed pursuant to the Special
Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; (vi) that holders of shares of Series J Preferred Stock to which
the notice relates will not be able to tender such shares of Series J Preferred Stock for conversion in connection with the Change of Control and each share of Series J Preferred Stock tendered for conversion that is selected, prior to the Change of
Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date; and (vii) that dividends on the shares of Series J Preferred Stock to be redeemed will cease
to accrue on such redemption date. If fewer than all of the shares of Series J Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series J Preferred Stock held by such
holder to be redeemed. 
 If fewer than all of the outstanding shares of Series J Preferred Stock are to be redeemed pursuant to
the Special Optional Redemption Right, the shares to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot or in such other equitable method prescribed by the Corporation. If such redemption
is to be by lot and, as a result of such redemption, any holder of Series J Preferred Stock would become a holder of a number of shares of Series J Preferred Stock in excess of the Aggregate Value Limit because such holder’s shares of Series J
Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the By-Laws of the Corporation, the Corporation will redeem the requisite number of shares of Series J Preferred Stock of such holder such that no
holder will hold in excess of the Aggregate Value Limit subsequent to such redemption. 
 (C) Notwithstanding anything to the
contrary contained herein, unless full cumulative dividends on all shares of Series J Preferred Stock shall have been or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof
set apart for payment for all past dividend periods and the 

  
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then-current dividend period, no shares of Series J Preferred Stock shall be redeemed unless all outstanding shares of Series J Preferred Stock are simultaneously redeemed; provided, however,
that the foregoing shall not prevent the purchase by the Corporation of shares of Series J Preferred Stock in order to ensure that the Corporation remains qualified as a REIT for federal income tax purposes or the purchase or acquisition of shares
of Series J Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all shares of Series J Preferred Stock. In addition, unless full cumulative dividends on all shares of Series J Preferred Stock have been or
contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then-current dividend period, the Corporation shall not
purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any shares of Series J Preferred Stock (except by conversion into or exchange
for equity securities of the Corporation ranking junior to the Series J Preferred Stock as to dividends and upon liquidation; provided, however, that the foregoing shall not prevent any purchase or acquisition of shares of Series J Preferred Stock
for the purpose of preserving the Corporation’s status as a REIT or pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series J Preferred Stock). 

(D) Immediately prior to any redemption of shares of Series J Preferred Stock pursuant to the Special Optional Redemption Right, the
Corporation shall pay, in cash, any accrued and unpaid dividends to, but not including, the redemption date, unless a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case each holder
of shares of Series J Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date (including any accrued and unpaid dividends for prior
periods) notwithstanding the redemption of such shares before such Dividend Payment Date. Except as provided above, the Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of Series J Preferred
Stock for which a notice of redemption has been given. 
 (E) If the Corporation shall so require and the notice shall so state,
on or after the redemption date, each holder of shares of Series J Preferred Stock to be redeemed shall present and surrender the certificates evidencing such shares of Series J Preferred Stock, to the extent such shares are certificated, to the
Corporation at the place designated in the notice of redemption and thereupon the redemption price of such shares (including all accrued and unpaid dividends to, but not including, the redemption date) shall be paid to, or on the order of, the
person whose name appears on such certificate evidencing such shares of Series J Preferred Stock as the owner thereof, and each surrendered certificate shall be canceled. If fewer than all the shares evidenced by any such certificate evidencing
Series J Preferred Stock are to be redeemed, a new certificate shall be issued evidencing the unredeemed shares. In the event that the shares of Series J Preferred Stock to be redeemed are uncertificated, such shares shall be redeemed in accordance
with the notice and the applicable procedures of any depository and no further action on the part of the holders of such shares shall be required. 

  
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 (F) From and after the redemption date (unless the Corporation defaults in payment of the
redemption price), all dividends on the shares of Series J Preferred Stock designated for redemption in such notice shall cease to accrue and all rights of the holders thereof, except the right to receive the redemption price thereof (including all
accrued and unpaid dividends to, but not including, the redemption date), shall cease and terminate and such shares shall not thereafter be transferred (except with the consent of the Corporation) on the Corporation’s stock transfer records,
and such shares shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Corporation, prior to a redemption date, may irrevocably deposit the redemption price (including accrued and unpaid dividends to, but not
including, the redemption date) of the shares of Series J Preferred Stock so called for redemption in trust for the holders thereof with a bank or trust company, in which case the redemption notice to holders of the shares of Series J Preferred
Stock to be redeemed shall (i) state the date of such deposit, (ii) specify the office of such bank or trust company as the place of payment of the redemption price and (iii) require such holders to surrender the certificates
evidencing such shares, to the extent such shares are certificated, at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accrued
and unpaid dividends to, but not including, the redemption date). Any monies so deposited which remain unclaimed by the holders of the shares of Series J Preferred Stock to be redeemed at the end of two years after the redemption date shall be
returned by such bank or trust company to the Corporation. 
 (G) Any shares of Series J Preferred Stock that shall at any time
have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without further designation as to series until such shares are once more classified and designated as part of a particular series
by the Board. 
 Section 8. Voting Rights. 
 (A) Holders of the Series J Preferred Stock will not have any voting rights, except as set forth below. In any matter in which the holders of Series J Preferred Stock are entitled to vote, each such
holder shall have the right to one vote for each share of Series J Preferred Stock held by such holder. If the holders of the Series J Preferred Stock and the holders of another series of Preferred Stock are entitled to vote together as a single
class on any matter, the holders of the Series J Preferred Stock and the holders of such other Preferred Stock shall each have one vote for each $25.00 of liquidation preference. 

(B) Whenever dividends on any shares of Series J Preferred Stock shall be in arrears for six or more quarterly periods, whether or not
consecutive (a “Preferred Dividend Default”), the number of directors then constituting the Board shall be increased by two and the holders of Series J Preferred Stock, voting as a single class with the holders of the Series D Preferred
Stock, the Series F Preferred Stock and the Series I Preferred Stock and all other equity securities upon which like voting rights have been conferred and are exercisable (such other equity securities, the Series D Preferred Stock, the Series F
Preferred Stock and the Series I Preferred Stock are referred to herein as “Parity Preferred Stock”) shall be entitled to vote for the election of a total of two additional directors of the Corporation (each, a “Preferred Stock
Director”) at a special meeting called by the holders of at least 25% of the outstanding shares of 

  
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Series J Preferred Stock or the holders of at least 25% of any other series of Parity Preferred Stock so in arrears or at the next annual or special meeting of stockholders, and at each
subsequent annual or special meeting until all dividends accrued on the Series J Preferred Stock for the past dividend periods and the then-current dividend period shall have been fully paid or authorized and a sum sufficient for the payment thereof
set apart for payment in full. 
 (C) If and when all accrued dividends and the dividend for the then-current dividend period on
the Series J Preferred Stock shall have been paid in full or authorized and declared and set aside for payment in full or a sum sufficient for the payment is irrevocably deposited in trust for payment, the holders of Series J Preferred Stock shall
be divested of the voting rights set forth in Section 8(B) (subject to revesting in the event of each and every Preferred Dividend Default) and, if all accrued dividends and the dividend for the current dividend period have been paid in full or
authorized by the Board and set aside for payment in full on all other series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable, the term of office of each Preferred Stock Director so elected shall
terminate and the number of directors shall be reduced accordingly. Any Preferred Stock Director may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of a majority of
the outstanding shares of Series J Preferred Stock when they have the voting rights set forth in Section 8(B) and all other series of Parity Preferred Stock (voting as a single class). So long as a Preferred Dividend Default shall continue, any
vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Directors remaining in office, or if none remains in office, by a vote of the holders of a majority of the outstanding shares of Series J
Preferred Stock when they have the voting rights set forth in Section 8(B) and all other series of Parity Preferred Stock (voting as a single class). The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

 (D) So long as any shares of Series J Preferred Stock remain outstanding, the Corporation shall not, without the affirmative
vote of the holders of at least two-thirds of the shares of Series J Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or
increase the authorized or issued amount of, any class or series of equity securities ranking senior to the Series J Preferred Stock with respect to payment of dividends or the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, or reclassify any authorized equity securities of the Corporation into any such equity securities, or create, authorize or issue any obligation or security convertible into or evidencing the right to
purchase any such equity securities; or (ii) amend, alter or repeal the provisions of this Certificate of Designation or the Certificate of Incorporation, whether by merger or consolidation (in either case, an “Event”) or otherwise,
so as to materially and adversely affect any right, preference, privilege or voting power of the Series J Preferred Stock or the holders thereof; provided, however, that with respect to the occurrence of any Event set forth in (ii) above, so
long as shares of Series J Preferred Stock remain outstanding with the terms thereof materially unchanged or the holders of shares of Series J Preferred Stock receive shares of stock or beneficial interest or other equity securities with rights,
preferences, privileges and voting powers substantially similar, taken as a whole, to the rights, preferences, privileges and voting powers of the Series J Preferred Stock, the occurrence of any such Event shall not be deemed to


  
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materially and adversely affect such rights, preferences, privileges or voting powers of the Series J Preferred Stock or the holders thereof; and provided further that any increase in the amount
of the authorized shares of the Series J Preferred Stock or the creation or issuance, or increase in the amounts authorized, of any other class or series of equity securities ranking on a parity with or junior to the Series J Preferred Stock with
respect to payment of dividends and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, shall not be deemed to materially and adversely affect such rights, preferences, privileges or
voting powers. 
 (E) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to
which such vote would otherwise be required shall be effected, all outstanding shares of Series J Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect
such redemption. 
 Section 9. Information Rights. During any period in which the Corporation is not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series J Preferred Stock are outstanding, the Corporation will (i) transmit by mail or other permissible means under the Exchange Act to all holders of
shares of Series J Preferred Stock, as their names and addresses appear in the Corporation’s record books and without cost to such holders, copies of the annual reports on Form 10-K and quarterly reports on Form 10-Q that the Corporation would
have been required to file with the Securities and Exchange Commission (the “SEC”), pursuant to Section 13 or Section 15(d) of the Exchange Act if the Corporation were subject thereto (other than any exhibits that would have been
required), and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of shares of Series J Preferred Stock. The Corporation will mail (or otherwise provide) the reports to the holders of Series J
Preferred Stock within 15 days after the respective dates by which the Corporation would have been required to file such reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. 

Section 10. Conversion. Shares of Series J Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Corporation, except as provided in this Section 10. 
 (A) Upon the occurrence of a Change of Control,
each holder of shares of Series J Preferred Stock shall have the right, unless, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem such shares of Series J Preferred Stock
pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the shares of Series J Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date
into a number of shares of Common Stock per share of Series J Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (i) the quotient obtained by dividing (a) the sum of (1) the
$25.00 liquidation preference plus (2) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the
corresponding Dividend Payment Date, in which case no additional amount for such accrued and 

  
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unpaid dividend will be included in such sum) by (b) the Common Stock Price (as defined below) and (ii) 0.918442 (the “Share Cap”), subject to the immediately succeeding
paragraph; provided that such Share Cap number shall only be applied to convert shares of Series J Preferred Stock and shall not be applied to convert any accrued and unpaid dividends with respect to such shares. 

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a dividend to the holders of
Common Stock), subdivisions or combinations (in each case, a “Stock Split”) with respect to Common Stock as follows: the adjusted Share Cap as the result of a Stock Split shall be the number of shares of Common Stock that is equivalent to
the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Stock Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Stock Split
and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Stock Split. 
 For
the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of
the Change of Control Conversion Right for all authorized 11,500,000 shares of Series J Preferred Stock shall not exceed 10,562,086 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange
Cap”). The Exchange Cap is subject to pro rata adjustments for any Stock Splits on the same basis as the corresponding adjustment to the Share Cap. 
 In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative
Form Consideration”), a holder of shares of Series J Preferred Stock shall receive upon conversion of such shares of Series J Preferred Stock the kind and amount of Alternative Form Consideration which such holder of shares of Series J
Preferred Stock would have owned or been entitled to receive upon the Change of Control had such holder of shares of Series J Preferred Stock held a number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately
prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”). The Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be
referred to herein as the “Conversion Consideration.” 
 In the event that holders of shares of Common Stock have the
opportunity to elect the form of consideration to be received in the Change of Control, the consideration that the holders of shares of Series J Preferred Stock shall receive shall be in the form and proportion of the aggregate consideration elected
by the holders of the shares of Common Stock who participate in the determination (based on the weighted average of elections) and shall be subject to any limitations to which all holders of shares of Common Stock are subject, including, without
limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control. 

  
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 The “Change of Control Conversion Date” shall be a Business Day set forth in the
notice of Change of Control provided in accordance with Section 10(C) below that is not less than 20 days nor more than 35 days after the date on which the Corporation provides such notice pursuant to Section 10(C). 

The “Common Stock Price” shall be (i) the amount of cash consideration per share of Common Stock, if the consideration to
be received in the Change of Control by holders of shares of Common Stock is solely cash, and (ii) the average of the closing prices per share of Common Stock on the NYSE for the ten consecutive trading days immediately preceding, but not
including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of Common Stock is other than solely cash. 
 (B) No fractional shares of Common Stock shall be issued upon the conversion of shares of Series J Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of
such fractional shares based on the Common Stock Price. 
 (C) Within 15 days following the occurrence of a Change of Control, a
notice of occurrence of the Change of Control, describing the resulting Change of Control Conversion Right, shall be delivered to the holders of record of the Series J Preferred Stock at their addresses as they appear on the Corporation’s stock
transfer records and notice shall be provided to the Corporation’s transfer agent. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any shares of
Series J Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on
which the holders of shares of Series J Preferred Stock may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control Conversion Date, which shall be a
Business Day occurring within 20 to 35 days following the date of such notice; (vi) that if, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem all or any portion of the
shares of Series J Preferred Stock, the holder will not be able to convert shares of Series J Preferred Stock and such shares of Series J Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for
conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series J Preferred Stock; (viii) the name and address of
the paying agent and the conversion agent; and (ix) the procedures that the holders of shares of Series J Preferred Stock must follow to exercise the Change of Control Conversion Right. 

(D) The Corporation shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public),
or post notice on the Corporation’s website, in any event prior to the opening of business on the first Business Day following any date on which the Corporation provides notice pursuant to Section 10(C) above to the holders of Series J
Preferred Stock. 

  
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 (E) In order to exercise the Change of Control Conversion Right, a holder of shares of
Series J Preferred Stock shall be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates evidencing the shares of Series J Preferred Stock, to the extent such shares are certificated, to be
converted, duly endorsed for transfer, together with a written conversion notice completed, to the Corporation’s transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date; (ii) the number of shares of
Series J Preferred Stock to be converted; and (iii) that the shares of Series J Preferred Stock are to be converted pursuant to the applicable terms of the Series J Preferred Stock. Notwithstanding the foregoing, if the shares of Series J
Preferred Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“DTC”). 
 (F) Holders of shares of Series J Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to the
Corporation’s transfer agent prior to the close of business on the Business Day prior to the Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series J Preferred Stock;
(ii) if certificated shares of Series J Preferred Stock have been issued, the certificate numbers of the withdrawn shares of Series J Preferred Stock; and (iii) the number of shares of Series J Preferred Stock, if any, which remain subject
to the conversion notice. Notwithstanding the foregoing, if the shares of Series J Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC. 

(G) Shares of Series J Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the
conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of
Control Conversion Date, the Corporation has provided or provides notice of its election to redeem such shares of Series J Preferred Stock, whether pursuant to its Redemption Right or Special Optional Redemption Right. If the Corporation elects to
redeem such shares of Series J Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series J Preferred Stock shall not be so converted and the holders
of such shares shall be entitled to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date. 

(H) The Corporation shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of
Control Conversion Date. 
 (I) Notwithstanding anything to the contrary contained herein, no holder of shares of Series J
Preferred Stock will be entitled to convert such shares of Series J Preferred Stock into Common Stock to the extent that receipt of such Common Stock would cause the holder of such Common Stock (or any other person) to hold in excess of the Common
Stock Limit (as defined in Article VI of the By-Laws of the Corporation) or in excess of the Aggregate Value Limit. 

  
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 Section 11. Restrictions on Ownership and Transfer. The Series J Preferred Stock
shall be subject to the restrictions on ownership and transfer set forth in Article VI of the By-Laws. Any person who violates such restrictions in acquiring actual or constructive ownership of shares of Series J Preferred Stock is required to give
notice thereof immediately to the Corporation and provide the Corporation with such other information as the Corporation may request in order to determine the effect of such acquisition on the Corporation’s status as a REIT. All certificates
representing shares of the Series J Preferred Stock shall be marked with a legend sufficient under the laws of the State of Delaware to provide a purchaser of such shares with notice of the restrictions on transfer under Article VI of the By-Laws.
Nothing in Article VI of the By-Laws shall preclude the settlement of any transactions entered into through the facilities of the New York Stock Exchange or any other national securities exchange or automated inter-dealer quotation system. The fact
that settlement of any transaction takes place shall not, however, negate the effect of any provision of Article VI of the By-Laws, and any transferee, and the shares of capital stock transferred to such transferee in such a transaction, shall be
subject to all of the provisions and limitations in Article VI of the By-Laws. 
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LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be signed this 6th day of March, 2012.

  

			
	  

	Name:	 	Scott A. Estes
	Title:	 	 Executive Vice President and

Chief Financial Officer