HEALTH CARE PROPERTY INVESTORS, INC.

(a Maryland Corporation)

Medium-Term Notes, Series E

Due Nine Months or More from Date of Issue

DISTRIBUTION AGREEMENT

November 19, 2003

Merrill Lynch, Pierce, Fenner & Smith

                    Incorporated

Credit Suisse First Boston LLC

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

Dear Sirs:

Health Care Property Investors, Inc., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., and Goldman, Sachs & Co. (each an Agent and, collectively, the Agents) with respect to the issue and sale by the Company of its Medium-Term Notes described herein (the Notes). The Notes are to be issued pursuant to an indenture (the Indenture, which term as used herein includes any instrument establishing the form and terms of the Notes) dated as of September 1, 1993 between the Company and The Bank of New York, as trustee (the Trustee).

As of the date hereof, the Company has authorized the issuance and sale of up to $100,000,000 aggregate initial offering price of Notes to or through the Agents pursuant to the terms of this Agreement. It is understood, however, that the Company may from time to time authorize the issuance of additional Notes and that such additional Notes may be sold to or distributed through the Agents pursuant to the terms of this Agreement, all as though the issuance of such Notes were authorized as of the date hereof.

This Agreement provides both for the sale of Notes by the Company to one or more of the Agents as principal for resale to investors and other purchasers and for the sale of Notes by the Company directly to investors (as may from time to time be agreed to by the Company and the applicable Agent) in which case the applicable Agent will act as agent of the Company in soliciting Note purchases.

The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3 (No. 333-86654) for the registration of $975,000,000 aggregate offering price of common stock, par value $1.00 per share, preferred stock, par value $1.00 per share, and debt securities, including the Notes, as amended by Amendment Nos. 1, 2 and 3, thereto dated May 21, 2002, June 7, 2002 and June 10, 2002, respectively, under the Securities Act of 1933, as amended (the 1933 Act) and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (such rules and regulations, the 1933 Act Regulations). Such registration statement has been declared effective by the Commission and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the 1939 Act). Such registration statement (and any further registration statements which may be filed by the Company for the purpose of registering additional Notes and in connection with which this Agreement is included or incorporated by reference as an exhibit) and the prospectus constituting a part thereof, and any prospectus supplements relating to the Notes, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act), the 1933 Act or otherwise, are referred to herein as the Registration Statement and the Prospectus, respectively, except that if any revised prospectus and/or prospectus supplement relating to the Notes shall be provided to the Agents by the Company for use in connection with the offering of the Notes, whether or not such revised prospectus and/or prospectus supplement relating to the Notes is required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term Prospectus shall refer to such revised prospectus and/or prospectus supplement relating to the Notes from and after the time it is first provided to the Agents for such use. Notwithstanding the foregoing, for purposes of this Agreement any prospectus supplement prepared with respect to the offering of a series of debt securities other than the Notes shall not be deemed to have supplemented the Prospectus.

SECTION 1. Appointment as Agent.

(a) Appointment. Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to appoint, upon two business days prior written notice to the Agents, additional persons as Agents hereunder (provided that each such additional person agrees to be bound by all of the terms of this Agreement (including Schedule A)), the Company hereby agrees that Notes will be sold exclusively to or through the Agents. Each Agent is authorized to engage the services of any other broker or dealer in connection with the offer or sale of the Notes purchased by such Agent as principal for resale to others but is not authorized to appoint sub-agents. In connection with sales by the Agents of Notes purchased by the Agents as principal to other brokers or dealers, the Agents may allot any portion of the discount they have received in connection with such purchase from the Company to such brokers or dealers. The Company agrees that during the period the Agents are acting as the Companys agents hereunder, the Company will not contact or solicit potential investors to purchase the Notes. Notwithstanding anything to the contrary contained herein, the Company may accept offers to purchase Notes through an agent other than the Agents if (i) the Company shall not have solicited such offers, (ii) the Company and such agent shall have entered into an agreement with the same terms as this Agreement (including Schedule A) and (iii) the Company shall have notified the Agents promptly after the acceptance of any such offer and shall have provided the Agents with a copy of such agreement in written form promptly following the execution thereof.

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(b) Sale of Notes. The Company shall not sell or approve the solicitation of purchases of Notes in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Notes registered pursuant to the Registration Statement. The Agents will have no responsibility for maintaining records with respect to the aggregate principal amount of Notes sold, or of otherwise monitoring the availability of Notes for sale, under the Registration Statement.

(c) Purchases as Principal. No Agent shall have any obligation to purchase Notes from the Company as principal, but each Agent may agree from time to time to purchase Notes as principal. Any such purchase of Notes by an Agent as principal shall be made in accordance with Section 3(a) hereof.

(d) Solicitations as Agent. If agreed upon by an Agent and the Company, such Agent acting solely as agent for the Company and not as principal will solicit purchases of the Notes. Such Agent will communicate to the Company, orally or in writing, each reasonable offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agents agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Companys agreement contained herein. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company. Such Agent shall not have any liability to the Company in the event any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale.

(e) Reliance. The Company and the Agents agree that any Notes purchased by an Agent shall be purchased, and any Notes the placement of which an Agent arranges shall be placed by such Agent, in reliance on the representations, warranties, covenants and agreements of the Company contained herein and on the terms and conditions and in the manner provided herein.

SECTION 2. Representations and Warranties.

(a) The Company represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Notes (whether from such Agent as principal or through such Agent as agent), as of the date of each delivery of Notes (whether to such Agent as principal or through such Agent as agent) (the date of each such delivery to such Agent as principal being hereafter referred to as a Settlement Date), and as of any time that the Registration Statement or the Prospectus shall be amended or supplemented, including by the filing with the Commission of any document incorporated by reference into the Prospectus (each of the times referenced above being referred to herein as a Representation Date) as follows:

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(i) Due Incorporation and Qualification. The Company (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; (B) has the requisite corporate power and authority to execute and deliver this Agreement, the Indenture and the Notes and to perform its obligations hereunder and thereunder; (C) has duly authorized, executed and delivered this Agreement and this Agreement constitutes the valid and binding agreement of the Company; (D) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; (E) is in substantial compliance with all laws, ordinances and regulations of each state in which it owns properties that are material to the properties and business of the Company and its subsidiaries considered as one enterprise in such state; and (F) has at all times operated in such manner as to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the Code), and intends to continue to operate in such manner.

(ii) Subsidiaries. Each subsidiary of the Company which is a significant subsidiary (each, a Significant Subsidiary) as defined in Rule 405 of Regulation C of the 1933 Act Regulations has been duly organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority as a corporation or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each such corporate subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and all of the issued and outstanding partnership interests of each such subsidiary which is a partnership have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other partnership interests described in the Prospectus) are owned by the Company, directly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

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