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                                                                   EXHIBIT 10.15

                             THIRD AMENDMENT TO THE
                             HEALTH CARE REIT, INC.
                            1995 STOCK INCENTIVE PLAN

                  Health Care REIT, Inc., a Delaware corporation (THE
"COMPANY"), hereby amends the Health Care REIT, Inc. 1995 Stock Incentive Plan
(THE "PLAN") in the manner set forth in the terms of this Third Amendment (THE
"AMENDMENT"). Capitalized terms used in this Amendment and not otherwise defined
shall have the definitions set forth in the Plan.

                  1.       Purpose of the Amendment. The purpose of this
Amendment is (i) to eliminate the authority of the Company's Compensation
Committee to reprice, directly or indirectly, future and existing outstanding
stock options granted under the Plan and (ii) to expressly permit participating
employees to satisfy their tax withholding obligations under the Plan by
delivering shares of the Company's common stock to the Company in kind.

                  2.       Authority for the Amendment. Paragraph 12.1 of the
Plan provides that, to the extent permitted by law, the Board of Directors of
the Company may at any time, and from time to time, amend the Plan in such
respects as it shall deem advisable.

                  3.       Amendment to Section 3.1. Paragraph (b) of Section
3.1 of the Plan shall be amended and restated in its entirety, to read as
follows:

                  (b)      The Committee shall have the authority, in its sole
         discretion, from time to time: (i) to grant Options, SARs, Dividend
         Equivalent Rights, shares of Restricted Stock or Performance Shares to
         officers and key employees, as provided for in this Plan; (ii) to
         prescribe such limitations, restrictions and conditions upon any such
         awards as the Committee shall deem appropriate; (iii) to determine the
         periods during which Options may be exercised and to accelerate the
         exercisability of outstanding Options or SARs, or the vesting of
         Restricted Stock, as it may deem appropriate; (iv) to modify, cancel,
         or replace any prior Options or other awards and to amend the relevant
         Option Agreements or Restricted Stock Agreements with the consent of
         the affected Participants, including amending such agreements to amend
         vesting schedules, or extend exercise periods as it may deem necessary
         (provided that, the Committee shall not have the authority, unless
         shareholder approval is obtained, to reprice Options currently
         outstanding and Options that may be outstanding in the future, either
         directly, by lowering the Option Price for a previously granted Option
         award, or indirectly, by canceling outstanding Options and subsequently
         replacing or regranting such Options with a lower Option Price); and
         (v) to interpret the Plan, to adopt, amend and rescind rules and
         regulations relating to the Plan, and to make all other determinations
         and to take all other action necessary or advisable for the
         implementation and administration of the Plan. A majority of the
         Committee shall constitute a quorum, and the action of a majority of
         members of the Committee present at any meeting at which a quorum is
         present, or acts unanimously adopted in writing without the holding of
         a meeting, shall be the acts of the Committee.

                  4.       Amendment to Section 11.3. Paragraph (c) of Section
11.3 of the Plan shall be amended and restated in its entirety, to read as
follows:

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                  (c)      Amounts to which the Corporation is entitled pursuant
         to Section 11.3(a) or (b), may be paid to the Corporation, at the
         election of the Participant and with the approval of the Committee,
         through one or any combination of the following methods: (i) payment in
         cash, (ii) withholding from the Participant's salary or other
         compensation payable by the Corporation, including cash payments made
         under this Plan, (iii) withholding from the shares of Common Stock
         otherwise issuable to the Participant upon exercise of an Option or
         SAR, that have a Fair Market Value on the date on which the amount of
         tax to be withheld is determined (the "Tax Date") not greater than the
         minimum amount of tax the Corporation is required to withhold, or (iv)
         the Participant's delivery to the Corporation of shares of Common Stock
         already held by the Participant (including newly vested shares of
         Restricted Stock issued to the Participant under this Plan) that have a
         Fair Market Value on the Tax Date not greater than the minimum amount
         of tax the Corporation is required to withhold, or (v) in any other
         form mutually satisfactory to the Committee and the Participant,
         provided that such method of satisfying the Participant's obligation
         does not violate any federal or state law. A Participant's election to
         have shares of Common Stock withheld that are otherwise issuable shall
         be in writing, shall be irrevocable upon approval by the Committee, and
         shall be delivered to the Corporation prior to the Tax Date with
         respect to the exercise of an Option or SAR.

                  5.       Stockholder Approval Not Required. Stockholder
approval is not required and the effectiveness of the Amendment is not
conditioned upon approval by the Company's stockholders since approval of this
Amendment is not currently required under the New York Stock Exchange Listing
Rules, the Amendment will not increase the aggregate number of shares of Common
Stock that may be issued under this Plan, it does not extend the term of this
Plan, nor does it extend the period during which an Option may be exercised.

                  6.       Ratification of the Plan. In all other respects, the
Plan, as amended to date, is hereby ratified, approved and confirmed.

                  IN WITNESS WHEREOF, the undersigned, being a duly authorized
officer of the Company, hereby executes this Third Amendment to the Plan on
behalf of the Company, as directed and approved by the Board of Directors of
Health Care REIT, Inc. on this 1st day of May, 2003.

                                 HEALTH CARE REIT, INC.

                                 By: /s/ Erin C. Ibele
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                                 Name: Erin C. Ibele
                                 Its:  Vice President and Corporate Secretary

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