HEALTH CARE REIT INC /DE/
EX-10.1  PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>l00802aexv10w1.txt
<DESCRIPTION>EX-10.1  PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                               PURCHASE AGREEMENT

         This Purchase Agreement (this "Agreement"), dated as of July 9, 2003,
is by and among Cohen & Steers Capital Management, Inc. ("Cohen & Steers"), the
client accounts of Cohen & Steers, as set forth on Schedule A (each a
"PURCHASER" and collectively the "PURCHASERS"), and Health Care REIT, Inc. (the
"SELLER").

         WHEREAS, the PURCHASERS, desire to purchase from SELLER, and SELLER
desires to issue and sell to PURCHASERS, in the aggregate 1,583,100 shares of
common stock of SELLER, par value $1.00 per share (the "Shares"), with the
number of Shares acquired by each PURCHASER set forth on Schedule A.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

         1. Purchase and Sale. Subject to the terms and conditions hereof, the
PURCHASERS hereby agree to purchase from SELLER, and SELLER agrees to issue and
sell to PURCHASERS, the Shares at a price per share of $30.32 for an aggregate
purchase amount of $47,999,592 (the "Purchase Price").

         2. Representations and Warranties of PURCHASER. Each PURCHASER
represents and warrants that:

            (a) Due Authorization. The PURCHASER is duly authorized to purchase
         the Shares. This Agreement has been duly authorized, executed and
         delivered by the PURCHASER and constitutes a legal, valid and binding
         agreement of the PURCHASER, enforceable against the PURCHASER in
         accordance with its terms except as may be limited by (i) the effect of
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws relating to or affecting the rights or remedies of creditors or
         (ii) the effect of general principles of equity, whether enforcement is
         considered in a proceeding in equity or at law and the discretion of
         the court before which any proceeding therefor may be brought.

            (b) Prospectus and Prospectus Supplement. The PURCHASER has received
         a copy of SELLER's Prospectus dated December 7, 2001, and Prospectus
         Supplement dated July 9, 2003 (collectively, the "Prospectus").

         3. Representations and Warranties of SELLER. SELLER represents and
warrants that:

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            (a) Due Authorization. This Agreement has been duly authorized,
         executed and delivered by SELLER and constitutes a legal, valid and
         binding agreement of SELLER, enforceable against SELLER in accordance
         with its terms except as may be limited by (i) the effect of
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws relating to or affecting the rights or remedies of creditors or
         (ii) the effect of general principles of equity, whether enforcement is
         considered in a proceeding in equity or at law and the discretion of
         the court before which any proceeding therefor may be brought.

            (b) Organization and Authority. SELLER has been duly organized and
         is validly existing in good standing under the laws of Delaware, with
         full power and authority to own or lease and occupy its properties and
         conduct its business as described in the Prospectus.

            (c) Issuance of the Shares. The Shares have been duly and validly
         authorized and, when issued and delivered pursuant to this Agreement,
         will be fully paid and nonassessable and will be listed, subject to
         notice of issuance, on the New York Stock Exchange effective as of the
         Closing (as defined in Paragraph 6 of this Agreement).

            (d) Absence of Conflicts. The execution, delivery and performance of
         this Agreement and the consummation of transactions contemplated herein
         do not and will not result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the SELLER.

         4. Representation and Warranty of Cohen & Steers. Cohen & Steers hereby
represents and warrants that:

            (a) It is an investment adviser duly registered with the Securities
         and Exchange Commission under the Investment Advisers Act of 1940.

            (b) It has been duly authorized to act as investment adviser on
         behalf of each PURCHASER.

            (c) It has the power and authority to enter into and execute this
         Agreement on behalf of each PURCHASER.

            (d) This Agreement has been duly executed and delivered by Cohen &
         Steers and constitutes a legal, valid and binding agreement of Cohen &
         Steers, enforceable against Cohen & Steers in accordance with its terms
         except as may be limited by (i) the effect of bankruptcy, insolvency,
         reorganization, moratorium or other similar laws relating to or
         affecting the rights or remedies of creditors or (ii) the effect of
         general principles of equity, whether enforcement is considered in a


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         proceeding in equity or at law and the discretion of the court before
         which any proceeding therefor may be brought.

         5. Conditions to Obligations of the Parties. As a condition to Closing,
each of the representations and warranties of the parties hereto shall be true
and correct in all respects.

         6. Closing. The transactions contemplated hereby shall be consummated
on July 14, 2003 (such time and date of payment and delivery being herein called
the "Closing"). At the Closing, settlement shall occur through Jeffries &
Company, Inc., or an affiliate thereof, on a delivery versus payment basis
through the DTC ID System.

         7. Governing Law. This Agreement shall be construed in accordance with
and governed by the substantive laws of the State of New York.

         8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.

         9. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

                  HEALTH CARE REIT, INC.



                  By:    /s/ George L. Chapman
                         --------------------------------
                         Name:  George L. Chapman
                         Title: Chairman and Chief Executive Officer


                  COHEN & STEERS CAPITAL MANAGEMENT, INC., on behalf of itself
         and each PURCHASER set forth on Schedule A



                  By:    /s/ Joseph M. Harvey
                         --------------------------------
                         Name:  Joseph M. Harvey
                         Title: SVP





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                                   SCHEDULE A
                                   ----------

<TABLE>
<CAPTION>
Name of Client                                                 Number of Shares
--------------                                                 ----------------

<S>                                                            <C>
Cohen & Steers Equity Income Fund, Inc.                            198,600
Fairfax County Uniformed Retirement System                           1,000
North Shore-Long Island Jewish
Health System, Inc.                                                  1,500
North Shore-Long Island Jewish
Health System Cash Balance Plan                                        500
New York State Teachers' Retirement System                          16,400
Cohen & Steers Advantage Income Realty Fund, Inc.                   99,300
University of Mass. Foundation Inc.                                    800
Associated Electric Gas Insurance Services                           5,000
Land America Title Insurance Corporation                             2,500
United Mine Workers of America 1974 Pension Trust                    9,900
New York Community Trust                                             1,600
Cohen & Steers REIT & Preferred Income Fund, Inc.                1,241,500
Cornell University                                                   4,500
</TABLE>



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