1
                                                                    EXHIBIT 10.3

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


        Health Care Property Investors, Inc., a Maryland corporation (the
"Company"), had adopted by written consent the Second Amended and Restated 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 in Control, this Amendment
to the Plan has been adopted by a written consent of the Compensation Committee
of the Board of Directors of the Company, effective as of November 3, 1999.


        1.     Section 8(b) of the Plan shall be amended by replacing the first
sentence with the following sentences:

               "Despite the provisions of Section 8(a), upon a Change in Control
(as defined below) all Incentive Awards then outstanding under the Plan will be
fully vested and exercisable and all restrictions will immediately cease, unless
provisions are made in connection with such transaction for the continuance of
the Plan and the assumption or the substitution for such Incentive Awards of new
incentive awards covering the stock of a successor employer corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices. In addition, (i) subject to the preceding sentence
with respect to grants of Options on or after November 3, 1999 which are
outstanding on the date of a Change in Control, such Options, to the extent then
exercisable (including Options which become exercisable by a Change in Control),
shall not expire until the later of the date specified in the Participant's
stock option agreement or the third anniversary after the date of the
Participant's termination of employment with the Company and (ii) all Options
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 shall
be amended, and are hereby amended, to provide that such 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 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 Committee may, in its sole discretion, amend any or all of such Options to
provide that the Options continue to be exercisable after a Change in Control
pursuant to the terms set forth in this Section 6(e)."