CERTIFICATE OF ELIMINATION
OF
SERIES G CUMULATIVE CONVERTIBLE
PREFERRED STOCK
OF
HEALTH CARE REIT, INC.
Pursuant to Section 151 of
the
General Corporation Law of the State of Delaware
The undersigned
duly authorized officer of Health Care REIT, Inc., a corporation
organized and existing under the General Corporation Law of the
State of Delaware (the “Company”), does hereby certify
as follows:
1. That,
pursuant to Section 151 of the General Corporation Law of the
State of Delaware, the Board of Directors of the Company adopted
the resolutions set forth below on July 29, 2010, authorizing
a decrease in the number of shares designated as Series G
Cumulative Convertible Preferred Stock, $1.00 par value per share
(“Series G Stock”), from 2,100,000 shares to zero
shares.
2. That,
pursuant to Section 151 of the General Corporation Law
of