HEALTH CARE PROPERTY INVESTORS, INC.
SECOND AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN
ELIGIBILITY. Each member of the Board of Directors (the "Board") of Health
Care Property Investors, Inc. (the "Company") who is not an employee of the
Company (a "Director") shall be eligible to participate in this Second Amended
and Restated Director Deferred Compensation Plan of the Company (the "Plan"),
pursuant to the terms and conditions described herein.
PARTICIPATION.
(a) DEFERRED COMPENSATION. At any time, a Director may elect to
participate in the Plan by directing that all or any portion of the compensation
which the Director may thereafter earn for services as a Director (including the
Director's retainer and any fees payable for services as a member of a committee
of the Board) shall be credited to an account or accounts subject to the terms
of the Plan. Any Director who elects to participate in the Plan is hereinafter
referred to as a "Participant".
(i) A Director's election to defer the Director's fees shall
be in the form of a document, similar to Exhibit A-1 attached, executed by a
Director and shall become effective at the first day of the fiscal quarter
beginning immediately following the date on which the Company receives such
notice, or on the first day of such later fiscal quarter as may be designated in
the notice of election to defer compensation. "Fiscal quarter" shall mean any
quarter of the fiscal year adopted by the Company for reporting its financial
condition and operating results.
(ii) A Director's election to defer compensation under the
Plan shall continue in effect until the Director ceases to be a Director, or
until the date the Director terminates such election, in whole or in part, by
written notice filed with the Company. Any such termination, in whole or in
part, shall become effective at the close of the fiscal quarter ending
immediately following the date on which the Company receives such notice, or at
the end of such later fiscal quarter as may be designated in the notice of
termination.
(iii) A Participant who has filed an election to terminate
deferrals of compensation under the Plan may thereafter file an election to
recommence such deferrals with respect to any future compensation earned by him
for services to the Company or any subsidiary thereof pursuant to the foregoing
provisions of the Plan.
(b) ACCRUED RETIREMENT BENEFITS. Upon termination of the
Company's Retirement Plan for Outside Directors (the "Retirement Plan") with the
approval of the Board and the consent of each participant therein and the
concurrent adoption of the Second Amended and Restated Directors Stock Incentive
Plan by the Company's stockholders, all accrued benefits (the "Retirement
Amount") for each Director who was formerly a participant in the Retirement Plan
shall be credited to accounts under this Plan and subject to the terms of this
Plan. Upon such termination of the Retirement Plan and crediting of accounts
under this Plan, no further benefits will accrue under the Retirement Plan and
no Director shall have any rights thereunder. Each Director who was formerly a
participant in the Retirement Plan shall make an election directing that his
Retirement Amount be allocated to an account or accounts under this Plan. Such
allocation election shall be made by the delivery to the Company by such
Director of a written allocation substantially in the form of Exhibit A-2
attached, and shall become effective upon the approval of the Committee in its
sole discretion and as of the date of such approval. "Committee" shall mean the
Compensation Committee of the Board (or another committee of the Board assuming
the functions of the Committee under this Plan), which shall consist solely of
two members appointed by and holding office at the pleasure of the Board, each
of whom is both an "outside director" for purposes of Section 162(m) of the Code
and a "non-employee director" as defined by Rule 16b-3 under the Securities
Exchange Act of 1934 ("Rule 16b-3"). The Committee may include more than two
members appointed by the Board so long as such additional members are "outside
directors" for purposes of Section 162(m) of the Code and are either a "non-
employee director" as defined by Rule 16b-3 or, if not a "non-employee director"
at the time of any Incentive Award grant, such director otherwise satisfies an
exemption under Rule 16b-3.
1. INTEREST RATE ACCOUNTS AND STOCK CREDIT ACCOUNTS.
(a) DEFERRED COMPENSATION ACCOUNTS: Upon electing to defer
compensation under the Plan, each Participant shall designate the amount of such
compensation which shall be credited to the Participant's "Deferred Compensation
Interest Rate Account" or "Deferred Compensation Stock Credit Account" (the
Deferred Compensation Interest Rate Accounts and Deferred Compensation Stock
Credit Accounts are sometimes hereinafter referred to collectively as the
"Deferred Compensation Accounts") as follows:
(i) DEFERRED COMPENSATION INTEREST RATE ACCOUNTS: The
Participant's Deferred Compensation Interest Rate Account shall be credited, as
of the date on which the Participant would otherwise have been entitled to
receive such deferred compensation, with the amount of compensation directed to
be deferred and credited to the Participant's Deferred Compensation Interest
Rate Account.
(ii) DEFERRED COMPENSATION STOCK CREDIT ACCOUNTS: The
Participant's Deferred Compensation Stock Credit Account shall be credited, as
of the first payment date for regular quarterly dividends paid to holders of the
Company's Common Stock ("Common Stock") following when the Participant would
otherwise have been entitled to receive such deferred compensation, with a
number of units equal to the number of shares of Common Stock (including
fractions of units reflecting fractions of shares) that could have been
purchased at the average of the closing price of Common Stock (as reported in
The Wall Street Journal, "Closing Price") on each business day during the
immediately preceding 10 business days (the "Average Closing Price") with the
amount of compensation directed to be deferred and credited to Participant's
Deferred Compensation Stock Credit Account.
(b) RETIREMENT BENEFITS ACCOUNTS: Upon the transfer of the
accrued benefits under the Retirement Plan as provided in Section 2(b) above,
each Director who was formerly a participant in the Retirement Plan shall
designate that their Retirement Amount shall be credited to either or both of
the Participant's "Retirement Benefits Interest Rate Account" or "Retirement
Benefits Stock Credit Account" (the Retirement Benefits Interest Rate Accounts
and the Retirement Benefits Stock Credit Accounts are sometimes collectively
referred to herein as the "Retirement Benefits Accounts") as follows:
(i) RETIREMENT BENEFITS INTEREST RATE ACCOUNTS: Each
Director who was formerly a participant in the Retirement Plan shall have
credited to his Retirement Benefits Interest Rate Account all or such portion of
the Retirement Amount as shall be designated by such Director in his allocation
election.
(ii) RETIREMENT BENEFITS STOCK CREDIT ACCOUNTS: Each
Director who was formerly a participant in the Retirement Plan shall have
credited to his Retirement Benefits Stock Credit Account, as of the date of
approval by the Committee of such Director's written allocation as provided in
Section 2(b), with a number of units equal to the number of shares of Common
Stock (including fractions of units reflecting fractions of shares) that could
have been purchased at the average of the Closing Price on each business day
during the 10 business days immediately preceding the date of such allocation
with such portion of the Retirement Amount as shall be designated by such
Director in his allocation election.
(c) THE PLAN ACCOUNTS: The Deferred Compensation Accounts and the
Retirement Benefits Accounts (sometimes collectively referred to herein as the
"Plan Accounts") shall be held by the Company in its general funds, shall be
credited to an account or accounts, as applicable, in the name of each
participant and shall earn a rate of return as described herein.
(d) THE INTERST RATE ACCOUNTS: The Deferred Compensation Interest
Rate Accounts and the Retirement Benefits Interest Rate Accounts (sometimes
collectively referred to herein as, the "Interest Rate Accounts") shall, based
on the Participant's Interest Rate Account balance at the beginning of each
fiscal quarter, be credited at the end of each fiscal quarter with an interest
equivalent to be calculated quarterly on the basis of one quarter of the
percentage rate which is equal to one point below the prime interest rate
charged by Bank of New York on the last day of the fiscal quarter or such other
rate as may be set from time to time by the Compensation Committee.
(e) THE STOCK CREDIT ACCOUNTS: The Deferred Compensation Stock
Credit Accounts and the Retirement Benefits Stock Credit Accounts (sometimes
collectively referred to herein as, the "Stock Credit Accounts") shall:
(i) As of the date any dividend is paid to holders of Common
Stock, the Participant's Stock Credit Account shall also be credited with an
additional number of units equal to the number of shares of Common Stock
(including fractions of units reflecting fractions of shares) that could have
been purchased at the Average Closing Price of Common Stock as of such date with
the dividend paid on the number of shares of Common Stock to which the
Participant's Stock Credit Account is then equivalent (but not taking into
account any units credited the same day pursuant to Sections 3(a)(ii) and
(b)(ii)). In case of any dividends paid in property, the dividend shall be
deemed to be the fair market value of the property at the time of distribution
of the dividend, as determined by the Committee.
(ii) If at any time the number of outstanding shares of
Common Stock shall be increased as the result of any stock dividend, subdivision
or reclassification of shares, the number of shares of Common Stock to which
each Participant's Stock Credit Account is equivalent shall be increased in the
same proportion as the outstanding number of shares of Common Stock is
increased, or if the number of outstanding shares of Common Stock shall at any
time be decreased as the result of any combination or reclassification of
shares, the number of shares of Common Stock to which each Participant's Stock
Credit Account is equivalent shall be decreased in the same proportion as the
outstanding number of shares of Common Stock is decreased. In the event the
Company shall at any time be consolidated with or merged into any other
corporation and holders of the Company's Common Stock receive common shares of
the resulting or surviving corporation, there shall be credited to each
Participant's Stock Credit Account, in place of the shares then credited
thereto, a stock equivalent determined by multiplying the number of common
shares of stock given in exchange for a share of Common Stock upon such
consolidation or merger, by the number of shares of Common Stock to which the
Participant's account is then equivalent. If in such a consolidation or merger,
holders of the Company's Common Stock shall receive any consideration other than
common shares of the resulting or surviving corporation, the Committee shall
determine the appropriate change in Participants' accounts.
(iii) At any given time, the cash equivalent balance of a
Participant's Stock Credit Account shall be determined by multiplying the number
of credited units in the Participant's Stock Credit Account by the Average
Closing Price as of such date for such shares of stock.
(f) ALLOCATION BETWEEN INTERST RATE ACCOUNTS AND STOCK CREDIT
ACCOUNTS:
(i) Participant's Deferred Compensation Accounts under the
Plan prior to the effective date of this second amendment and restatement of the
Plan shall continue to be held in each Participant's Deferred Compensation
Interest Rate Account or Deferred Compensation Stock Credit Account, as the case
may be, until such time as the Participant may elect to have all or part of such
amounts reallocated as provided herein.
(ii) Participants may at any time file with the Company an
election to reallocate all or any portion of amounts credited to Plan Accounts
from Interest Rate Accounts to Stock Credit Accounts or vice versa. Such
reallocation shall be made by the delivery to the Company by the Participant of
a written election, substantially in the form of Exhibit A-3 attached, executed
by the Participant which shall become effective (1) only upon the approval of
the Committee in its sole discretion and (2) as of the first day of the fiscal
quarter beginning immediately following the date on which the Committee approves
such election or the beginning of such later fiscal quarter as may be designated
in the notice.
(iii) Participants may at any time by written notice filed
with the Company change the account to which future deferrals shall be credited.
Any such change shall become effective on the first day of the fiscal quarter
beginning immediately following the date on which the Company receives such
notice, or at the beginning of any later fiscal quarter as may be designated in
such notice.
4. EVENTS CAUSING DISTRIBUTION OF DEFERRED COMPENSATION ACCOUNTS. A
Participant's Deferred Compensation Accounts shall become distributable upon the
first to occur of any of the following events:
(a) The termination of the Participant's membership on the Board;
(b) The death of the Participant;
(c) The total and permanent incapacity of the Participant, due to
physical impairment or legally established mental incompetence, to perform the
usual duties of a member of the Board, which disability shall be determined on
the basis of (i) medical evidence by a licensed physician designated by the
Company or (ii) evidence that the Participant has become entitled to receive
primary benefits as a disabled employee under the Social Security Act in effect
on the date of such disability;
(d) The occurrence of an unforeseeable emergency caused by
accident, illness or other causes beyond the control of the Participant which
results, in the sole judgment of the Committee, in substantial hardship to the
Participant. Any distribution pursuant to this Section 4(d) shall be in an
amount not greater than the amount necessary, in the sole judgment of the
Committee, to alleviate any hardship caused to the Participant by reason of such
emergency; or
(e) Such earlier date as may be specified by the Participant at
the time he elects to participate in the Plan.
5. EVENTS CAUSING DISTRIBUTION OF RETIREMENT BENEFITS ACCOUNTS.
(a) A Participant's Retirement Benefits Accounts shall become
distributable upon the first to occur of any of the following events:
(i) The death of the Participant;
(ii) Retirement from the Board if such Participant has:
(A) reached age sixty (60) and completed fifteen (15)
full years of service as a Board member, or
(B) reached age sixty five (65) and completed five (5)
full years of service as a Board member; or
(iii) The total and permanent incapacity of the Participant,
due to physical impairment or legally established mental incompetence, to
perform the usual duties of a member of the Board, which disability shall be
determined on the basis of (i) medical evidence by a licensed physician
designated by the Company or (ii) evidence that the Participant has become
entitled to receive primary benefits as a disabled employee under the Social
Security Act in effect on the date of such disability.
(b) If after a Change of Control, a Director is (a) removed from
the Board during a term that included the date of a Change of Control, or (b)
not re-elected immediately following the expiration of a term that included the
date of a Change of Control, the Retirement Benefits Accounts shall be payable
immediately in a lump sum, effective as of the date of such termination or
unsuccessful election. "Change of Control" shall be deemed to occur if:
(i) any Person (as defined below) is or becomes the
Beneficial Owner (as defined below), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the
Company's then outstanding securities. For purposes of this Plan, (A) the term
"Person" is used as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided,
however, that unless this Plan provides to the contrary, the term shall not
include the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, and (B) the term
"Beneficial Owner" shall have the meaning given to such term in Rule 13d-3 under
the Exchange Act;
(ii) during any period of two consecutive
years (not including any period prior to the execution of this Plan),
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in Sections
5(b)(i), (iii) or (iv)) whose election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least two-thirds ( )
of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved (hereinafter referred to as "Continuing Directors"), cease for any
reason to constitute at least a majority thereof;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation (or other entity), other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 66- % of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires more than 25% of the combined voting power of the
Company's then outstanding securities shall not constitute a Change in Control;
or
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
6. FORM OF DISTRIBUTION OF DEFERRED COMPENSATION ACCOUNTS.
(a) INTEREST RATE ACCOUNT: Deferred compensation credited to the
Deferred Compensation Interest Rate Account, together with accumulated interest,
will be distributed to the Participant in 36 approximately equal monthly
payments, unless the Committee, in its sole discretion, determines, upon written
request of the Participant, that payment shall be made over a shorter period, in
a lump sum, or in a partial lump sum with the remainder to be distributed in 36
approximately equal monthly payments. The amount of each distribution payment
shall be equal to the balance in such Interest Rate Account of as of such
payment date multiplied by a fraction, the numerator of which is one, and the
denominator of which is the number of installments yet to be paid to the
Participant.
Payment shall commence 30 days after the occurrence of the event
causing distribution, with interest continuing to accrue pursuant to Section
3(d) hereof until the full amount of deferred compensation in the Deferred
Compensation Interest Rate Account is paid.
(b) STOCK CREDIT ACCOUNT: Distribution of a Participant's
Deferred Compensation Stock Credit Account shall be made in cash to the
Participant in 36 approximately equal monthly payments, unless the Committee, in
its sole discretion, determines, upon written request of the Participant, that
payment shall be made over a shorter period, in a lump sum, or in a partial lump
sum with the remainder to be distributed in 36 approximately equal monthly
payments. The amount of each distribution payment shall be the cash equivalent
equal to the Average Closing Price as of such payment date multiplied by the
number of credited shares to be distributed for such payment. The number of
credited units to be distributed shall equal the credited unit balance of the
Participant's Deferred Compensation Stock Credit Account multiplied by a
fraction, the numerator of which is one, and the denominator of which is the
number of installments yet to be paid to the Participant.
Payment shall commence 30 days after the occurrence of the event
causing distribution. The number of credited units distributed as a cash
equivalent payment to the Participant shall be debited from the Participant's
Deferred Compensation Stock Credit Account balance, and the Deferred
Compensation Stock Credit Account shall continue to accrue pursuant to Section
3(e) hereof until the full amount of deferred compensation in the Deferred
Compensation Stock Credit Account is paid.
7. FORM OF DISTRIBUTION OF RETIREMENT BENEFITS ACCOUNTS.
(a) INTEREST RATE ACCOUNT: Amounts credited to the Retirement
Benefits Interest Rate Account, together with accumulated interest, will be
distributed to the Participant in 10 approximately equal annual payments. The
amount of each distribution payment shall be equal to the balance in such
Interest Rate Account of as of such payment date multiplied by a fraction, the
numerator of which is one, and the denominator of which is the number of
installments yet to be paid to the Participant.
Payment shall commence 30 days after the occurrence of the event
causing distribution, with interest continuing to accrue pursuant to Section
3(d) hereof until the full amount in the Retirement Benefits Interest Rate
Account is paid.
(b) STOCK CREDIT ACCOUNT: Distribution of a Participant's
Retirement Benefits Stock Credit Account shall be made in cash to the
Participant in 10 approximately equal annual payments. The amount of each
distribution payment shall be the cash equivalent equal to the Average Closing
Price as of such payment date multiplied by the number of credited units to be
distributed for such payment. The number of credited units to be distributed
shall equal the credited unit balance of the Participant's Retirement Benefits
Stock Credit Account multiplied by a fraction, the numerator of which is one,
and the denominator of which is the number of installments yet to be paid to the
Participant.
Payment shall commence 30 days after the occurrence of the event
causing distribution. The number of credited units distributed as a cash
equivalent payment to the Participant shall be debited from the Participant's
Retirement Benefits Stock Credit Account balance, and the Retirement Benefits
Stock Credit Account shall continue to accrue pursuant to Section 3(e) hereof
until the full amount in the Retirement Benefits Stock Credit Account is paid.
8. DESIGNATION OF BENEFICIARY. Each Participant may designate, by a
form similar to Exhibit B attached, a beneficiary to receive distribution of the
Participant's Plan Accounts if the Participant is not living when any portion of
such compensation becomes distributable. If the Participant fails to designate
a beneficiary, or if the Participant's designated beneficiary does not survive
until the time when any portion of the Participant's Plan Accounts becomes
distributable, such portion of the Participant's Deferred Compensation Accounts
shall be paid in a lump sum to the Participant's estate within 120 days
immediately following the date of the Participant's death and such portion of
the Participant's Retirement Benefits Plans shall be paid in accordance with
Section 7 to the Participant's estate.
9. MISCELLANEOUS.
(a) The Participant's Plan Accounts under the Plan shall not be
assignable by the Participant and shall not be subject to attachment, lien,
levy, or other creditors' rights under state or Federal law.
(b) All funds or assets, together with all interest, accumulations
and increments thereon, of the Plan Accounts of all Participants shall remain
the funds and assets of the Company, and shall be subject to the Company's
absolute ownership and control until the time when such funds or assets are
distributed in accordance herewith. The obligation of the Company to
Participants hereunder is a contractual obligation only, and the Participants
shall have no preferred or specific interest, by way of trust, escrow, annuity
or otherwise, in and to any specific assets or funds of the Company.
(c) Copies of the Plan and any and all amendments thereto shall be
made available to eligible Participants at all reasonable times at the office of
the Corporate Secretary of the Company. All notices to the Company hereunder
shall be filed with the Corporate Secretary of the Company.
(d) The Plan may be amended prospectively, from time to time, by
the Committee, and the interest rate applicable hereunder may be increased or
decreased prospectively (including with respect to amounts of compensation
previously deferred by the Participants) by the Committee as provided in Section
3(d) hereof, but no amendment shall, in any event, be made to the Plan which
would reduce the amounts already earned by any Participant or change the date or
provisions for distribution of such amounts, unless the Participant consents in
writing to such amendment insofar as the amendment affects the Participant.
The foregoing Second Amended and Restated Director Deferred
Compensation Plan is approved by the Board of Directors of the Company on behalf
of the Company as of March 11, 1997, and shall be effective as of April 23,
1997.
/s/ Kenneth B. Roath
__________________________
Kenneth B. Roath
Chairman and Director
/s/ Orville L. Melby
__________________________
Orville L. Melby
Director and Chairman of the
Compensation Committee
/s/ Edward J. Henning
__________________________
Edward J. Henning
Corporate Secretary
EXHIBIT A-1
HEALTH CARE PROPERTY INVESTORS, INC.
NOTICE OF ELECTION TO DEFER COMPENSATION
Pursuant to the terms of the Second Amended and Restated Director Deferred
Compensation Plan (the "Plan") of Health Care Property Investors, Inc. (the
"Company") adopted by unanimous written consent of the Board of Directors as of
March 11, 1997, I hereby elect to defer compensation, as specified below, under
the Plan. Capitalized terms not defined herein shall have the meaning described
in the Plan.
I hereby elect to defer __________ (enter "all" or "none" or state dollar
amount or state percentage) that will hereafter be payable to me as a member of
the Board of Directors on and after _________________________. Of such deferred
amount, __________ (enter "all" or "none" or state dollar amount or state
percentage) shall be credited to my Deferred Compensation Interest Rate Account,
the remainder, if any, shall be credited to my Deferred Compensation Stock
Credit Account, as provided for in Section 2(a) of the Plan.
These elections shall continue in effect until such time as I file a
written notice with the Corporate Secretary of the Company, or I cease to be
eligible to participate in the Plan.
In the event of my death, all amounts deferred pursuant to this Plan,
together with accumulated earnings, less any amounts paid out from my account,
shall be payable in full to my named beneficiary, if he or she survives me, or
to my estate 120 days following the date of my death.
I hereby specify _________________________ (enter date or the words "no
date") as an "Event Causing Distribution" in connection with Section 4(e) of the
Plan and no compensation shall be deferred after such date.
__________________ _____________________________
Date Signature of Director
_____________________________
Print: Name
_____________________________
Social Security Number
__________________ _____________________________
Date Spouses's Signature
_____________________________
Print: Name
Received:
__________________ _____________________________
Date , Corporate Secretary
EXHIBIT A-2
HEALTH CARE PROPERTY INVESTORS, INC.
INITIAL ELECTION OF BENEFITS ACCOUNTS AMOUNTS
Pursuant to the terms of the Second Amended and Restated Director Deferred
Compensation Plan (the "Plan") of Health Care Property Investors, Inc. (the
"Company") adopted by unanimous written consent of the Board of Directors as of
March 11, 1997, I hereby consent to (1) the valuation of my accrued benefits
under the Company's Retirement Plan for Outside Directors (the "Retirement
Plan") in the amount of ____________, and (2), effective upon the stockholders'
approval of the amendments to the Company's Amended and Restated Directors Stock
Incentive Plan proposed in the proxy for the annual meeting of April 23, 1997,
the transfer of my accrued benefits under the Retirement Plan to my Retirement
Benefits Accounts under the Plan and the amendments to the Amended and Restated
Director Deferred Compensation Plan, as memorialized in the Plan.
Of such accrued benefits amount, __________ (enter "all" or "none" or
state dollar amount or state percentage) shall be credited to my Retirement
Benefits Interest Rate Account, the remainder, if any, shall be credited to my
Retirement Benefits Stock Credit Account, as provided for in Section 2(b) of the
Plan.
This election shall continue in effect until such time as I file a written
notice with the Corporate Secretary of the Company, or I cease to be eligible to
participate in the Plan.
________________ ____________________________
Date Signature of Director
____________________________
Print: Name
____________________________
Social Security Number
____________________________
Spouses's Signature
____________________________
Print: Name
Received:
_______________ ____________________________
Date , Corporate Secretary
EXHIBIT A-3
HEALTH CARE PROPERTY INVESTORS, INC.
NOTICE OF ELECTION TO TRANSFER DEFERRED COMPENSATION
OR BENEFITS ACCOUNTS AMOUNTS
Pursuant to the terms of the Second Amended and Restated Director Deferred
Compensation Plan (the "Plan") of Health Care Property Investors, Inc. (the
"Company") adopted by unanimous written consent of the Board of Directors as of
March 11, 1997, I hereby elect to reallocate the crediting of my account balance
in the Plan. Of the amounted credited to my ___ Deferred Compensation Accounts
or ___ Retirement Benefits Accounts (check one) under the Plan, __________
(enter "all" or "none" or state dollar amount or state percentage) shall be
invested in the Interest Rate Account, the remainder, if any, shall be invested
in the Stock Credit Account, as provided for in Section 3 of the Plan. All
transferred amounts shall be subject to the terms and conditions of the Plan.
______________ ____________________________
Date Signature of Director
____________________________
Print: Name
____________________________
Social Security Number
____________________________
Spouses's Signature
____________________________
Print: Name
Received:
________________ ____________________________
Date , Corporate Secretary
EXHIBIT B
HEALTH CARE PROPERTY INVESTORS, INC.
BENEFICIARY DESIGNATION
SECOND AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN
I designate the following beneficiary or beneficiaries to receive payment,
in the event of my death, of my interest in any Plan Accounts (as defined in the
Plan) heretofore or hereafter payable to me pursuant to Health Care Property
Investors, Inc.'s Second Amended and Restated Director Deferred Compensation
Plan (please see "Instructions for Naming the Beneficiary" that accompany this
form):
PRIMARY BENEFICIARY
OR BENEFICIARIES AGE RELATIONSHIP ADDRESS
SUCCESSOR BENEFICIARY
OR BENEFICIARIES AGE RELATIONSHIP ADDRESS
I reserve the right to change any beneficiary from time to time by filing
with the Company a new election on this form.
I agree that the last designation received by the Company prior to my death
shall control any testamentary or other disposition I may make; however, if a
former spouse is one of the beneficiaries named above but is not my spouse at
the time of my death, such designation shall be deemed revoked. I acknowledge
that this designation is subject to laws in the state of my residence. I
further agree that the Company may make a lump sum payment to the legal
representative of my estate if there is any question as to the right of any
beneficiary to take hereunder, and the Company, its directors, the Compensation
Committee and any member thereof, and any employee of the Company, shall have no
further liability with respect hereto.
__________ ____________________________
Date Signature of Director
____________________________
Print: Name
__________ ____________________________
Date Spouse's Signature
____________________________
Print: Name