S-8

As filed with the Securities and Exchange Commission on August 6, 2009

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

HEALTH CARE REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 34-1096634
(I.R.S. Employer Identification
Number)

One SeaGate, Suite 1500
Toledo, Ohio 43604
Telephone: (419) 247-2800
(Address and Telephone Number of Principal Executive Offices)

HEALTH CARE REIT, INC. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)

George L. Chapman	Copy to:
Chairman, Chief Executive	Mary Ellen Pisanelli, Esq.
Officer and President	Shumaker, Loop & Kendrick, LLP
Health Care REIT, Inc.	North Courthouse Square
One SeaGate, Suite 1500	1000 Jackson Street
Toledo, Ohio 43604	Toledo, Ohio 43624
(419) 247-2800	(419) 241-9000

(Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		PROPOSED MAXIMUM		PROPOSED MAXIMUM
TITLE OF SECURITIES	AMOUNT TO	OFFERING PRICE PER		AGGREGATE OFFERING		AMOUNT OF
TO BE REGISTERED	BE REGISTERED(1)	SHARE(2)		PRICE(2)		REGISTRATION FEE
Common Stock, par value $1.00 per share	4,000,000 shares	$	40.105	$	160,420,000	$	8,951

(1)

This Registration Statement on Form S-8 covers, in addition to the number of shares of common stock, par value $1.00 per share, of Health Care REIT, Inc. set forth above, options and other rights to purchase or acquire the shares of common stock covered by this Registration Statement on Form S-8 and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan as a result of one or more adjustments under such plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, and based upon the average of the high and low prices for the Registrant’s Common Stock reported on the New York Stock Exchange on July 30, 2009.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference.
	Item 5. Interests of Experts and Counsel.
	Item 8. Exhibits.
SIGNATURES
EX-5
EX-23.1
EX-24.1
EX-24.2
EX-24.3
EX-24.4
EX-24.5
EX-24.6
EX-24.7
EX-24.8
EX-24.9
EX-24.10
EX-24.11
EX-24.12

EXPLANATORY NOTE

          The 4,000,000 shares of common stock, par value $1.00 per share, of Health Care REIT, Inc. (the “Company”) registered under this Registration Statement on Form S-8 consist of additional shares of common stock reserved for issuance under the terms of the Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan. The 2,200,000 shares of common stock previously reserved for issuance under the 2005 Long-Term Incentive Plan were registered under the Registration Statement on Form S-8 (Registration No. 333-126195) filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2005.

          The contents of the Registration Statement on Form S-8 (Registration No. 333-126195) filed by the Company on June 26, 2005 are hereby incorporated by reference into this Registration Statement on Form S-8.

          Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 consists only of the facing page, the statement in the preceding paragraph incorporating the contents of the Registration Statement on Form S-8 (Registration No. 333-126195), responses to Items 3, 5 and 8 of the Instructions to Form S-8 and the signature page. As permitted by General Instruction E, responses to Items 4, 6, 7 and 9 of the Instructions to Form S-8 have been omitted.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents previously filed by the Company with the Commission pursuant to requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference; provided, however, that the Company is not incorporating any documents or information deemed to have been furnished and not filed in accordance with Commission rules:

1.	Annual Report on Form 10-K for the year ended December 31, 2008.
2.	Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009;
3.	Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009;
4.	Current Reports on Form 8-K filed on January 5, 2009, January 29, 2009 (except that the information furnished pursuant to Items 2.02 and 7.01 of Form 8-K and the exhibits relating to such information are not incorporated into this Registration Statement), January 30, 2009 (except that the information furnished pursuant to Item 7.01 of Form 8-K and the exhibit relating to such information are not incorporated into this Registration Statement), May 7, 2009, May 13, 2009 and August 6, 2009.
5.	The description of the Company’s common stock as set forth in the registration statement filed under the Exchange Act on Form 8-A on June 17, 1985, including any amendment or report for the purpose of updating such description.

          All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this Registration Statement from the date of filing of each such document.

II-1

          Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supersedes such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Experts and Counsel.

          As of August 6, 2009, the attorneys of Shumaker, Loop & Kendrick, LLP participating in the preparation of this Registration Statement and the required legal opinions beneficially held, in the aggregate, approximately 2,500 shares of our common stock and 1,000 shares of our preferred stock.

Item 8. Exhibits.

4.1	Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Appendix A to the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders filed March 25, 2009, and incorporated herein by reference thereto).
5	Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered.
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2	The consent of Shumaker, Loop & Kendrick, LLP, to the use of their opinion as an exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit 5.
24.1	Power of Attorney executed by William C. Ballard, Jr. (Director).
24.2	Power of Attorney executed by Pier C. Borra (Director).
24.3	Power of Attorney executed by Thomas J. DeRosa (Director).
24.4	Power of Attorney executed by Jeffrey H. Donahue (Director).
24.5	Power of Attorney executed by Peter J. Grua (Director).
24.6	Power of Attorney executed by Fred S. Klipsch (Director).
24.7	Power of Attorney executed by Sharon M. Oster (Director).
24.8	Power of Attorney executed by Jeffrey R. Otten (Director).
24.9	Power of Attorney executed by R. Scott Trumbull (Director).
24.10	Power of Attorney executed by George L. Chapman (Director, Chairman of the Board, Chief Executive Officer and President and Principal Executive Officer).
24.11	Power of Attorney executed by Scott A. Estes (Executive Vice President and Chief Financial Officer and Principal Financial Officer).
24.12	Power of Attorney executed by Paul D. Nungester, Jr. (Vice President and Controller and Principal Accounting Officer).

II-2

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized in the City of Toledo, State of Ohio, on August 6, 2009.

HEALTH CARE REIT, INC.
By:	/S/ George L. Chapman
	George L. Chapman
	Chairman, Chief Executive Officer and President and Director (Principal Executive Officer)

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George L. Chapman his or her attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he or she deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on August 6, 2009 by the following person in the capacities indicated.

/S/ WILLIAM C. BALLARD, JR.*	/S/ SHARON M. OSTER*
William C. Ballard, Jr., Director	Sharon M. Oster, Director
/S/ PIER C. BORRA*	/S/ JEFFREY R. OTTEN*
Pier C. Borra, Director	Jeffrey R. Otten, Director
/S/ THOMAS J. DEROSA*	/S/ R. SCOTT TRUMBULL*
Thomas J. DeRosa, Director	R. Scott Trumbull, Director
/S/ JEFFREY H. DONAHUE*	/S/ GEORGE L. CHAPMAN
Jeffrey H. Donahue, Director	George L. Chapman, Chairman, Chief Executive Officer and President and Director (Principal Executive Officer)
/S/ PETER J. GRUA*	/S/ SCOTT A. ESTES*
Peter J. Grua, Director	Scott A. Estes, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/S/ FRED S. KLIPSCH*	/S/ PAUL D. NUNGESTER, JR.*
Fred S. Klipsch, Director	Paul D. Nungester, Jr., Vice President and Controller (Principal Accounting Officer)

*By:	/S/ GEORGE L. CHAPMAN
	George L. Chapman, Attorney-in-Fact

II-3

EX-5

Exhibit 5

	1000 Jackson Street Toledo, Ohio 43604-5573	419.241.9000 419.241.6894 fax
	www.slk-law.com

August 6, 2009

Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, OH 43604

     Re: HEALTH CARE REIT, INC.:
Registration Statement on Form S-8
Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan

Ladies and Gentlemen:

     We have acted as counsel to Health Care REIT, Inc. (the “Company”) in connection with the preparation and filing of its Registration Statement on Form S-8 with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933, as amended, for the registration of an aggregate of 4,000,000 shares of common stock of the Company, par value $1.00 per share (the “Securities”), issuable under the Company’s Amended and Restated 2005 Long-Term Incentive Plan (the “Plan”), including, without limitation, options and other rights to purchase or acquire the Securities.

     In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth, including the resolutions of the Board of Directors of the Company relating to the issuance and sale of the Securities (the “Resolutions”).

     Based upon the foregoing, it is our opinion that the Securities, when and if issued and delivered in accordance with the Company’s Second Restated Certificate of Incorporation, as amended at any time prior to the time of issuance of the Securities, the Resolutions, the terms of the Plan and any relevant award agreements duly authorized by the Plan, whether issued as restricted stock awards or other stock awards in accordance with the terms of the Plan or pursuant to valid exercises of stock options granted under the Plan, will be legally and validly issued and fully paid and non-assessable.

     The undersigned hereby consents to the filing of this opinion as Exhibit 5 to the Registration Statement.

Very truly yours,
 

/s/ Shumaker, Loop & Kendrick, LLP  

SHUMAKER, LOOP & KENDRICK, LLP 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan of our report dated February 27, 2009 (except for Notes 4 and 22, as to which the date is August 5, 2009) with respect to the consolidated financial statements and schedules of Health Care REIT, Inc., included in its Current Report on Form 8-K dated August 6, 2009, and our report dated February 27, 2009 with respect to the effectiveness of internal control over financial reporting of Health Care REIT, Inc., included in its Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

Toledo, Ohio
August 6, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ William C. Ballard, Jr.  

William C. Ballard, Jr. 

Director 

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Pier C. Borra  

Pier C. Borra 

Director 

EX-24.3

Exhibit 24.3

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Thomas J. DeRosa  

Thomas J. DeRosa 

Director 

EX-24.4

Exhibit 24.4

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Jeffrey H. Donahue  

Jeffrey H. Donahue 

Director 

EX-24.5

Exhibit 24.5

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Peter J. Grua  

Peter J. Grua 

Director 

EX-24.6

Exhibit 24.6

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Fred S. Klipsch  

Fred S. Klipsch 

Director 

EX-24.7

Exhibit 24.7

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets her hand this 29th day of January, 2009.

/s/ Sharon M. Oster  

Sharon M. Oster 

Director 

EX-24.8

Exhibit 24.8

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Jeffrey R. Otten  

Jeffrey R. Otten 

Director 

EX-24.9

Exhibit 24.9

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacity of director, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ R. Scott Trumbull  

R. Scott Trumbull 

Director 

EX-24.10

Exhibit 24.10

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director and the Chairman of the Board and Chief Executive Officer and Principal Executive Officer of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints SCOTT A. ESTES, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacities of director and Chairman of the Board and Chief Executive Officer and Principal Executive Officer, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ George L. Chapman  

George L. Chapman 

Director, Chairman of the Board and Chief
Executive Officer and Principal Executive Officer 

EX-24.11

Exhibit 24.11

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, the Senior Vice President and Chief Financial Officer and Principal Financial Officer of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacities of Senior Vice President and Chief Financial Officer and Principal Financial Officer, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Scott A. Estes  

Scott A. Estes 

Senior Vice President and Chief Financial Officer
and Principal Financial Officer 

EX-24.12

Exhibit 24.12

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned, the Vice President and Controller and Principal Accounting Officer of Health Care REIT, Inc. (the “Company”), a Delaware corporation that contemplates filing a Registration Statement on Form S-8 (“Form S-8”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act shares of the Company’s common stock, $1.00 par value per share, offered to eligible officers, key employees and non-employee directors of the Company pursuant to the Company’s 2005 Long-Term Incentive Plan, hereby constitutes and appoints GEORGE L. CHAPMAN, with full power to act, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in the capacities of Vice President and Controller and Principal Accounting Officer, to sign such Form S-8 and any and all amendments and supplements, including post-effective amendments thereto, and to file such Form S-8 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the Company’s common stock on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-8, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned hereunto sets his hand this 29th day of January, 2009.

/s/ Paul D. Nungester, Jr.  

Paul D. Nungester, Jr. 

Vice President and Controller and
Principal Accounting Officer