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                                                                    EXHIBIT 10.2

                               SECOND AMENDMENT TO
                    THE HEALTH CARE PROPERTY INVESTORS, INC.
                           SECOND AMENDED AND RESTATED
                       DIRECTOR DEFERRED COMPENSATION PLAN


        Health Care Property Investors, Inc., a Maryland corporation (the
"Company"), had adopted by written consent the Second Amended and Restated
Director Deferred Compensation Plan (the "Plan") and the First Amendment to the
Plan, both effective as of the termination of the Retirement Plan for Outside
Directors (the "Retirement Plan").

        In order to clarify certain provisions of the Plan and to expressly
provide for the administration of the Plan by the Compensation Committee of the
Board of Directors (the "Committee"), this Amendment to the Plan has been
adopted by a written consent of the Committee, effective as of November 3, 1999.

        1.     Section 3(f)(ii) shall be amended and restated as follows:

               "(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. In reallocating any amounts from Interest Rate Accounts to Stock
Credit Accounts or vice versa, the number of Common Stock units and the value of
the Common Stock units to be reallocated shall be determined based upon the
Average Closing Price of the Common Stock determined as of the effective date of
the reallocation."

        2.     Section 9 shall be renumbered Section 10 and a new Section 9
shall be added as follows:

               "9.  Administration.

               (a)  Committee Duties and Powers. The Committee shall conduct the
general administration of the Plan in accordance with the Plan and shall have
all necessary power and authority to carry out that function. Among its
necessary powers and duties are the following:

                    (i)       To delegate all or part of its function to others
        and to revoke any such delegation.


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                    (ii)      To interpret the Plan for purpose of the
        administration and application of the Plan, in a manner not inconsistent
        with the Plan or applicable law and to amend or revoke any such
        interpretation.

                    (iii)     To determine questions of eligibility of
        Participants and their entitlement to benefits.

               (b)  Limitations Upon Powers. The Plan shall be uniformly and
consistently administered, interpreted and applied with regard to all
Participants in similar circumstances. The Plan shall be administered,
interpreted and applied fairly and equitably and in accordance with the
specified purposes of the Plan.

               (c)  Indemnification. The Company shall pay or reimburse
Committee members for all expenses incurred by such Committee members in, and
shall indemnify and hold them harmless from, all claims, liabilities and costs
(including reasonable attorneys' fees) arising out of the good faith performance
of their duties under the Plan."


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