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                                                                   EXHIBIT 10.19

                               FOURTH 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 has previously amended the
Plan from time to time.

        In order to provide participants in the Plan with greater flexibility in
making and changing their investment elections under the Plan, this Amendment to
the Plan has been adopted by a written consent of the Committee, effective as of
January 4, 2000.

        1. Subsections (ii) and (iii) of Section 3(f) 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; provided,
however, that (A) no election to reallocate all or any portion of amounts
credited to a Participant's Stock Credit Accounts from such accounts to the
Participant's Interest Rate Accounts shall be made within six (6) months from
the date on which any portion of the Participant's Interest Rate Credit Accounts
was reallocated from such accounts to the Participant's Stock Credit Accounts
and (B) no election to reallocate all or any portion of amounts credited to a
Participant's Interest Rate Credit Accounts from such accounts to the
Participant's Stock Credit Accounts shall be made within six (6) months from the
date on which any portion of the Participant's Stock Credit Accounts was
reallocated from such accounts to the Participant's Interest Rate Accounts.
Subject to the preceding sentence, any 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 month beginning immediately
following the date on which the Committee approves such election. 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.

                (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


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change shall become effective on the first day of the month beginning
immediately following the date on which the Company receives such notice, or at
the beginning of any later month as may be designated in such notice."

2.      Sections 4(d) and (e) shall be amended and restated, as follows:

                "(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; provided, however, that no distribution from the Participant's
Stock Credit Accounts pursuant to this Section 4(d) shall be made within six (6)
months from the date on which any portion of the Participant's Interest Rate
Credit Accounts was reallocated from such accounts to the Participant's Stock
Credit Accounts. 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 the Participant elects to participate in the Plan; provided, however,
that no distribution from the Participant's Stock Credit Accounts pursuant to
this Section 4(e) shall be made within six (6) months from the date on which any
portion of the Participant's Interest Rate Credit Accounts was reallocated from
such accounts to the Participant's Stock Credit Accounts."



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