CHANGE IN CONTROL AGREEMENT

Exhibit 10.4

CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into this      day of              , 2007, by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), and                                                               (the “Executive”). This Agreement shall amend and restate the prior Change in Control Agreement between the Company and the Executive, dated as of [              , 200    ] (the “Prior Agreement”).

The Company has determined that it is in the best interests of the Company and its shareholders that Executive be encouraged to remain with the Company and continue to devote full attention to the Company’s business notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) involving the Company. The Company believes that it is in the best interest of the Company and its shareholders to reinforce and encourage the continued attention and dedication of Executive and to diminish inevitable distractions arising from the possibility of a Change in Control. Accordingly, to assure the Company that it will have Executive’s undivided attention and services notwithstanding the possibility, threat or occurrence of a Change in Control, and to induce Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company has, at the recommendation of its Compensation Committee, caused the Company to enter into this Agreement. This Agreement contains the entire agreement between the parties with respect to the matters specified herein, and supersedes any prior oral and written agreements, understandings and commitments between the Company and Executive with respect to any change in control policy of the Company which may cover Executive (including, without limitation, the Prior Agreement).

1

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

(1) “ Cause ” shall mean (a) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) which is not remedied promptly by Executive after a written demand for substantial performance is delivered to Executive by the Chief Executive Officer or by the Board or the Compensation Committee which specifically identifies the manner in which the Chief Executive Officer or the Board or the Compensation Committee believes that Executive has not substantially performed his duties, or (b) the willful engaging by Executive in illegal conduct as determined by a court of law or gross misconduct, which is materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or a Committee thereof or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

(2) “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A, Regulation 240.14a-101, promulgated under the Securities Exchange Act of 1934, or, if Item 6(e) is no longer in effect, any regulation issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 which serves similar purposes; provided that, without limitation, a Change in Control shall be deemed to have occurred if and when (a) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, or (b) individuals who are members of the Board immediately prior to a meeting of the shareholders of the Company involving the election of directors shall not constitute a majority of the Board following such election.

2

(3) “Date of Termination” means if Executive’s employment is terminated as a Change in Control Termination, the date of receipt of a written notice of termination or any later date specified therein, as the case may be.

(4) “Disability” shall mean the absence of Executive from his duties with the Company on a full-time basis for a period of (a) ninety (90) consecutive calendar days or (b) an aggregate of one hundred fifty (150) or more calendar days in any fiscal year, as a result of mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Executive.

(5) “Effective Date” shall mean the date of Executive’s commencing employment with the Company.

If within six months prior to or three years following a Change in Control, Executive’s employment with the Company is terminated by Executive for Good Reason or is terminated for any other reason other than death or Disability or by the Company for Cause, such termination of employment shall be deemed to be a “Change in Control Termination.” For purposes of this Agreement, “Good Reason” shall mean (a) without the express written consent of Executive, the assignment to Executive of any duties or any other action by the Board or the Compensation Committee or the Chief Executive Officer, which results in a material diminution in Executive’s position (including titles), authority, duties, responsibilities, compensation or benefits from the most significant of those held, exercised, assigned and/or awarded to Executive at any time, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied promptly after receipt of notice thereof given by Executive; or (b) a requirement by the Board that the primary business location of Executive be relocated more than ten (10) miles from the location where Executive was employed on the date of the Change in Control.

3

(1) Change in Control Termination Benefits. In the event of a Change in Control Termination, the Company shall pay to Executive (i) any annual base salary owed to Executive through the Date of Termination to the extent not previously paid, (ii) an amount equal to three (3) times Executive’s highest annual base salary during any of the last three full fiscal years prior to the Date of Termination, and (iii) an amount equal to three (3) times either (A) if Executive has been employed by the Company for at least three full fiscal years and has received three annual bonuses, the average annual bonus earned by Executive over the last three full fiscal years prior to the Date of Termination, or (B) if Executive has not been employed by the Company for at least three full fiscal years or has not received three annual bonuses, the average of (a) the last two actual bonuses received plus (b) the target bonus for the current year.

In addition to the payments described in subparagraphs (i), (ii), and (iii) above, the Company also shall (A) arrange to provide to Executive for a period of three years from the Date of Termination, medical (including dental, vision and prescription drug coverage) and life insurance with terms no less favorable, in the aggregate, than the most favorable of those provided to Executive during the year immediately preceding the Date of Termination, (B) immediately vest all previously unvested shares of restricted stock, stock options, restricted stock units, stock appreciation rights, performance shares, and any and all other stock-based compensation awards received and held by Executive (which shall occur automatically without any action on the part of the Company), (C) provide Executive with any Performance-Based Dividend Equivalents, if any (to the extent earned by the Executive though the Date of Termination, as determined by the Company’s Compensation Committee) for the three years following the Date of Termination, and (D) pay any compensation previously deferred by Executive in accordance with the provisions of the plan under which such compensation was deferred.

4

(2) Payments. Payments pursuant to subparagraph III (1)(i) above shall be made within thirty (30) days following the Date of Termination. Payments pursuant to subparagraph III (1)(ii) above shall be made in equal monthly installments over the three-year period following the Date of Termination. Payment pursuant to III (1)(iii) shall be made in three equal annual installments over the three-year period following the Date of Termination on each anniversary following the Date of Termination. Any payments pursuant to subparagraph (C) above shall be made at the time such payments would have been made had Executive remained in the employment of the Company.

If