AMENDED AND RESTATED CONSULTING AGREEMENT

Exhibit 10.5

AMENDED AND RESTATED
CONSULTING AGREEMENT

           THIS AMENDED AND RESTATED CONSULTING AGREEMENT (the “ Agreement ”), dated this 29th day of December, 2008, is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation (the “ Corporation ”), and FRED S. KLIPSCH (the “ Consultant ”).

           WHEREAS , the Corporation and the Consultant entered into a Consulting Agreement, effective as of December 20, 2006 (the “ Effective Date ”);

           WHEREAS , the Consultant served as an executive officer of Windrose Medical Properties Trust (the “ Trust ”), which is the sole general partner of Windrose Medical Properties L.P. (the “ LP ”);

           WHEREAS , the Corporation and certain of its subsidiaries, simultaneously with the execution of such Consulting Agreement, entered into an Agreement and Plan of Merger with the Trust and the LP (“ Merger Agreement ”) providing for the merger of the Trust into a wholly owned subsidiary of the Corporation and the merger of a wholly owned subsidiary of the Corporation into the LP (collectively, the “ Mergers ”);

           WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has approved certain modifications to the terms of such Consulting Agreement solely for purposes of compliance with the requirements of Section 409A of the Internal Revenue Code, as amended (the “ Code ”), and the rules and regulations promulgated thereunder;

           WHEREAS , the Corporation wishes to assure itself of the services of the Consultant for the period provided in this Agreement and the Consultant is willing to provide services to the Corporation for such period upon the terms and conditions set forth in this Agreement, which is effective as of January 1, 2009.

           NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, agree as follows:

      1.  CONSULTING SERVICES .

          Effective as of the Effective Date, the Corporation retains the Consultant as Vice Chairman of the Corporation, and the Consultant agrees to perform such services as the parties mutually agree that are customarily performed by such officer in a publicly traded corporation, upon the terms and conditions herein contained. In such capacity, the Consultant shall report to the Chairman and Chief Executive Officer of the Corporation.

          Throughout the Term of this Agreement, the Consultant shall devote his best efforts to the business and affairs of the Corporation and shall devote such time to the performance of the duties described herein as the parties mutually agree. The Corporation acknowledges that the Consultant has an ownership interest in, and management responsibilities

with, Klipsch Group Inc., and may have other positions, duties and responsibilities involving the Klipsch Group, Inc. that are permissible in all respects hereunder.

      2.  TERM OF AGREEMENT .

          The term of this Agreement (“ Term ”) shall be for two years beginning on the Effective Date and expiring on the day before the second anniversary of the Effective Date.

          Notwithstanding the foregoing, the Corporation or the Consultant shall be entitled to terminate this Agreement before the Term expires, as described in Section 5, subject to a continuing obligation to make any payments required under Section 5 below.

      3.  COMPENSATION .

          (a) Retention Bonus . The Consultant shall receive a retention bonus on the later of (x) the Effective Date or (y) January 2, 2007 of (i) $975,500 plus (ii) shares of the Corporation’s common stock having a value of $930,000 (“ Initial Stock Award ”) based on the closing price of the Corporation’s common stock as of the Effective Date. All such shares shall be fully vested on the Effective Date and shall be fully registered under state and federal securities laws and approved for listing on the New York Stock Exchange so as to be freely tradable by the Consultant at the time of receipt; provided, however, that (x) until the first anniversary of the payment of the retention bonus, no portion of the stock granted as part of the Initial Stock Award may be sold and (y) until the second anniversary of the payment of the retention bonus, no more than one-half of the stock granted as part of the Initial Stock Award may be sold.

          (b) Base Fee . The Consultant shall receive a base consulting fee (“ Base Fee ”) during the Term as follows, payable in equal semi-monthly installments in a manner consistent with the Corporation’s customary practice for payroll payments:

          (c) Performance Bonus . The Consultant shall also be eligible to receive an annual bonus (“ Performance Bonus ”) from the Corporation each fiscal year during the Term. The amount of the Performance Bonus shall be determined by the Compensation Committee of the Corporation’s Board, using such performance measures as the Compensation Committee deems to be appropriate; provided, however, that the target amount of such Performance Bonus for 2007 and 2008 shall be between 60% and 120% of the Consultant’s Base Fee. Such bonus, if any, shall be paid to the Consultant no later than sixty (60) days after the end of the year to which the bonus relates.

          (d) Cash Payment. On January 2, 2007, the Corporation will pay to the Consultant, in cash, the amount of $1,680,000, which amount shall be in lieu of the cash payments payable to the Consultant upon a change of control under (i) the Change of Control Severance Agreement dated August 1, 2002 between the Consultant and the Trust and the LP or

(ii) the Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP (other than payment of (A) any accrued but unpaid salary through the Effective Date, (B) any bonus that has been earned but which remains unpaid as of the Effective Date and (C) reimbursement of any expenses that the Consultant incurred on behalf of the Trust or the LP, all of which shall continue to be payable to the Consultant by the Trust and the LP).

          (e) 2006 Bonus . Notwithstanding anything herein to the contrary, and in addition to any other payments described herein, if not paid by the Trust or the LP prior to the Effective Date, the Corporation shall pay to the Consultant on December 19, 2006, the cash amount of $210,000, representing the full amount of the Consultant’s bonus for 2006 from the Trust and the LP in accordance with the bonus criteria for the Consultant in place for the 2006 fiscal year.

      4.  BUSINESS EXPENSES .

          The Corporation shall reimburse the Consultant for all reasonable expenses he incurs in promoting the Corporation’s business, including expenses for travel (including first class air travel) and similar items, upon presentation by the Consultant from time to time of an itemized account of such expenditures.

      5.  PAYMENTS UPON TERMINATION .

          (a) Termination . If the Consultant’s services are terminated by the Corporation or the Consultant terminates providing services to the Corporation before the end of the Term, for any reason other than death or disability, the Consultant shall be entitled to receive his Base Fee accrued through the date of termination, plus any Performance Bonuses earned but unpaid with respect to fiscal years or other periods (including partial fiscal years) preceding the termination date. Such payments shall be made to the Consultant within sixty (60) days following the date of termination.

          The Corporation shall also be obligated to make a series of monthly severance payments to the Consultant for each month during the remainder of the Term. Each monthly payment shall be equal to the Consultant’s monthly Base Fee during the balance of the Term and shall be paid to the Consultant at such time as the monthly Base Fee would otherwise be payable (beginning with the month following the month in which the termination occurs). !

          In addition, the Corporation shall make the eight consecutive quarterly payments to the Consultant described in Section 7, with the first such payment commencing on the date of termination.

          (b) Disability . The Corporation shall be entitled to terminate Consultant’s services if the Board determines that the Consultant has been unable to attend to his duties for at least 90 days because of a medically diagnosable physical or mental condition, and has received a written opinion from a physician acceptable to the Board that such condition prevents the Consultant from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such termination, the Consultant shall be entitled to receive his Base Fee accrued through the date of termination, plus any Performance Bonuses earned but unpaid with respect to fiscal years or other periods (including partial fiscal years) preceding the termination

date. Such payments shall be made to the Consultant within sixty (60) days following the date of termination. In addition, the Corporation shall make a series of monthly disability payments to the Consultant, each equal to his monthly Base Fee, during the balance of the Term (provided that in no event will the Consultant fail to receive, in each month during the Term, an amount equal to the monthly Base Fee). Payment of such disability benefit shall commence with the month following the month in which the termination occurs and shall continue each month for the remainder of the Term, but shall terminate at an earlier date if the Consultant returns to active service as a consultant to the Corporation. Any amounts payable under this Section 5(b) shall be reduced by any amounts paid to the Consultant under any long-term disability plan or other disability program or disability insurance policies maintained or provided by the Corporation.

          (c) Death . If the Consultant dies during the Term, the Corporation shall pay to the Consultant’s estate a lump sum payment equal to the sum of the Consultant’s Base Fee accrued through the date of death, plus any Performance Bonus earned but unpaid with respect to fiscal years or other periods (including partial fiscal years) preceding the date of death. In addition, the Corporation shall pay to the Consultant’s surviving spouse (or such other beneficiary as the Consultant may designate in writing) a lump sum payment equal to the present value of (i) the monthly Base Fee that would have been paid during the remainder of the Term plus (ii) the sum of the payments described in the third paragraph of Section 7 if the Consultant’s services terminate for a reason other than death. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) for the date of death. Both the lump sum payment to the Consultant’s estate and the lump sum payment to the Consultant’s surviving spouse (or other designated beneficiary) shall be paid within sixty (60) days following the date of the Consultant’s