3,600,000 Shares HEALTH CARE PROPERTY INVESTORS, INC. (a Maryland corporation) Preferred Stock (Par Value $1.00 Per Share) PURCHASE AGREEMENTPurchase Agreement • August 29th, 2003 • Health Care Property Investors Inc • Real estate investment trusts • New York
Health Care Property Investors, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, Merrill Lynch shall hereinafter be referred to as the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of 7.25% Series E Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) of the Company (“Series E Preferred Stock”) set forth in Schedule A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all
