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                                                                    EXHIBIT 10.1

                               FIRST AMENDMENT TO
                    THE HEALTH CARE PROPERTY INVESTORS, INC.
                           SECOND AMENDED AND RESTATED
                         DIRECTORS STOCK INCENTIVE PLAN


        Health Care Property Investors, Inc., a Maryland corporation (the
"Company"), had adopted by written consent the Second Amended and Restated
Directors Stock Incentive Plan (the "Plan"), effective as of April 23, 1997.

        In order to amend the Plan to reflect certain changes with respect to
the exercisability of options subsequent to a Change of Control, this Amendment
to the Plan has been adopted by a written consent of the Board of Directors of
the Company, effective as of November 3, 1999.

        1.     Section 6(e) of the Plan shall be amended and restated in its
entirety as follows:

               "(e) Options which have been granted but have not yet otherwise
become exercisable shall become exercisable immediately if, after a Change of
Control, a Director is (a) removed from the Board during the Director's term of
election that included the date of a Change of Control, or (b) not re-elected
immediately following expiration of the term that included the date of a Change
of Control. In addition, notwithstanding any other provision of this Plan, (i)
with respect to grants of Options on or after November 3, 1999 which are
outstanding on the date of a Change of Control, such Options, to the extent then
exercisable (including Options which become exercisable by a Change of Control),
shall not expire until the later of the date specified in the Director's stock
option agreement or the third anniversary after the date the Director ceases to
be a Director and (ii) with respect to Options which are outstanding as of
November 3, 1999 with an exercise price which equals or exceeds the Fair Market
Value of the Common Stock as of November 3, 1999, such Options shall be amended,
and are hereby amended, to provide that the Options continue to be exercisable
after a Change of Control pursuant to the terms set forth in the preceding
clause; provided, however, that in no event shall such Options be exercisable
more than ten (10) years from the Date of Grant. Furthermore, with respect to
any Options granted before November 3, 1999 with an exercise price which is less
than the Fair Market Value of the Common Stock as of November 3, 1999, the Board
may, in its sole discretion, amend any or all of the Options to provide that
such Options continue to be exercisable after a Change of Control pursuant to
the terms set forth in this Section 6(e)."