HEALTHCARE REALTY TRUST INC
AMENDED AND RESTATED EXECUTIVE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g76100ex10-1.txt
<DESCRIPTION>AMENDED AND RESTATED EXECUTIVE RETIREMENT PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                      HEALTHCARE REALTY TRUST INCORPORATED
                 AMENDED AND RESTATED EXECUTIVE RETIREMENT PLAN

1.       PURPOSE OF THE PLAN

         This Amended and Restated Executive Retirement Plan (the "Amended
Retirement Plan") is effective January 31, 2002 (the "Amendment Effective Date")
and amends and restates the Executive Retirement Plan (the "Original Retirement
Plan") that was effective January 1, 1993 (the "1993 Effective Date"). This
restated Plan document applies only to Participants whose Service with the
Company ends on or after January 31, 2002. The principal objective of the Plan
is to ensure the payment of a competitive level of retirement income in order to
attract, retain, and motivate selected executives. The Plan is designed to
provide a benefit that, when added to other retirement income of the executive,
will meet the objectives described above. Eligibility for participation in the
Plan shall be limited to executives selected by the Compensation Committee of
the Board of Directors, and all such executives shall be in a select group of
management or highly compensated employees, within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.       DEFINITIONS

         (A)      "BASIC PLAN" means, with respect to a Participant, any
retirement plan or plans, whether a defined benefit or a defined contribution
plan, covering substantially all employees of the Company and the Participant.

         (B)      "BASIC PLAN BENEFIT" means the annual benefit payable from the
Basic Plan to a Participant in the form of a straight life annuity. If the Basic
Plan provides for lump sum or installment payment options, the value of such
payments shall be converted to a straight life annuity based on actuarial
factors selected by the Committee. If the Basic Plan provides for contributions
that are based upon the Participant's elective deferral of compensation, such as
may be available under a cash or deferred arrangement described in Section
401(k) of the Internal Revenue Code of 1986, as amended, (the "Code"), the Basic
Plan Benefit shall not include benefits that are attributable to such
contributions (other than matching contributions, if any, as defined in Section
401(m)(4)(A) of the Code) and any earnings thereon.

         (C)      "COMMITTEE" means the Compensation Committee of the Board of
Directors of the Company, to which the Board of Directors has given authority to
administer this Plan.

         (D)      "COMPANY" means Healthcare Realty Trust Incorporated, a
Maryland corporation, and its subsidiaries and affiliates.

         (E)      "DISABILITY" means any termination from the Company's
employment during the life of a Participant and prior to age 65 by reason of a
Participant's total and permanent disability, as determined by the Committee in
its sole and absolute discretion. A Participant who makes application for and
qualifies for disability benefits under the Company's disability plan or under
any similar plan provided by the Company, as now in effect or as hereinafter
amended (the "LTD Plans"), shall qualify for Disability under this Plan, unless
the Committee determines that the Participant is not totally and permanently
disabled. A Participant who fails to qualify for disability benefits under the
LTD Plans (whether or not the Participant makes application for disability
benefits thereunder) shall not be deemed to be totally and permanently disabled
under this Plan, unless the Committee otherwise determines, based upon the
opinion of a qualified physician or medical clinic selected by the Committee,
that a condition of total and permanent disability exists.

         (F)      "EARNINGS" means for any calendar year (i) for a Participant
with an annual base salary in an amount less than $200,000, total annual cash
compensation including base salary, annual incentive awards and deferred
compensation, but in no event may Earnings exceed $200,000, or (ii) for a
Participant with an annual base salary in an amount equal to or greater than
$200,000, total annual cash compensation including base salary and deferred
compensation but excluding annual incentive awards.


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<PAGE>

         (G)      "ERISA" means the Employee Retirement Income Security Act of
1974.

         (H)      "FINAL AVERAGE EARNINGS" means the average of a Participant's
Earnings for the three calendar years (not necessarily consecutive) in which his
Earnings are the highest during his employment with the Company.

         (I)      "OTHER RETIREMENT INCOME" means retirement income payable to a
Participant from the Basic Plan and Social Security.

         (J)      "PARTICIPANT" means an employee of the Company designated as a
Participant in the Plan by the Committee. An employee shall become a Participant
in the Plan as of the date he or she is individually selected by, and
specifically named in the resolutions of, the Committee to be included in the
Plan.

         (K)      "PLAN" means the Company's Executive Retirement Plan, as
amended from time to time.

         (L)      "RETIREMENT" means the termination of a Participant's
employment with the Company on one of the retirement dates specified in Section
3.1.

         (M)      "SERVICE" means a Participant's total years, including whole
and partial years, of employment with the Company from date of hire to date of
termination of employment.

         (N)      "SOCIAL SECURITY BENEFIT" means the annual Primary Insurance
Amount estimated by the Committee to be payable to the Participant at age 65
under the Federal Social Security Act, provided, however, that:

                  (i)      The Social Security Benefit for a Participant who
dies, retires or terminates employment before age 65 will be calculated assuming
that:

                           (A)      the Participant will not receive any future
wages that would be treated as wages for purposes of the Federal Social Security
Act; and

                           (B)      the Participant will elect to begin
receiving the Social Security Benefit as of the earliest date then allowable
under the Federal Social Security Act or, if later, at the actual date of
Retirement.

                  (ii)     The Social Security Benefit for a Participant who
retires as a result of a Disability will be calculated assuming that the
Participant's Disability would make the Participant eligible for Social Security
disability benefits.

                  (iii)    Once calculated, the Social Security Benefit will be
frozen as of the date the Participant dies, retires, or terminates employment,
whichever is applicable.

         (O)      "SURVIVING SPOUSE" means the spouse of a Participant who is
legally married to the Participant on the Participant's death.

         Where appearing in the Plan, the masculine gender will be deemed to
include the feminine gender, and the singular may include the plural, unless the
context clearly indicates the contrary.

3.       ELIGIBILITY FOR BENEFITS

3.1      Each Participant is eligible to retire and receive a benefit under the
Plan beginning on one of the following dates:

         (A)      "NORMAL RETIREMENT DATE," which is the first day of the month
following the month in which the Participant reaches age 65 and has completed
five years of Service.

         (B)      "EARLY RETIREMENT DATE," which is the first day of any month
following the month in which the


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Participant reaches age 55 and has completed five years of Service, but before
the Normal Retirement Date.

         (C)      "POSTPONED RETIREMENT DATE," which is the first day of the
month following any month (i) after the month in which falls the Participant's
Normal Retirement Date and (ii) in which the Participant terminates employment
with the Company.

3.2      Except as described in Section 8, no benefits are payable hereunder if
the Participant's employment with the Company terminates for any reason, other
than Disability, prior to his Early Retirement Date.

3.3      If any Participant entitled to a benefit under this Plan is (i)
discharged for cause at any time after attaining his Early Retirement Date, (ii)
enters into competition with the Company or interferes with the relations
between the Company and any person, firm or entity with whom the Company does
business, or (iii) by reason of Participant's material, substantial and willful
dishonesty towards, fraud upon, or deliberate injury or attempted injury has
caused material injury to the Company, the rights of such Participant to a
benefit under this Plan, including the rights of a Surviving Spouse or dependent
child to a benefit, will be forfeited, unless the Committee determines that such
activity is not detrimental to the best interests of the Company. However, if
the individual ceases such activity and notifies the Committee of this action,
then the Participant's right to receive a benefit, and any right of a Surviving
Spouse or dependent child to a benefit, may be restored within 60 days of said
notification, unless the Committee at its sole discretion determines that the
prior activity has caused serious injury to the Company, which determination
will be final and conclusive.

4.       AMOUNT OF RETIREMENT BENEFIT

4.1      The annual benefit payable to a Participant for his remaining lifetime
upon Retirement at a Normal Retirement Date under the Plan shall be equal to (i)
60% of Final Average Earnings plus (ii) six percent (6%) of Final Average
Earnings multiplied by years of Service after age 60, limited to a maximum of
five (5) years minus (iii) 100% of Other Retirement Income. The annual
retirement benefit shall be increased annually by an amount that, at a minimum,
shall be equal to the cumulative cost-of-living increment applied to the annual
retirement benefit then payable, as reported in the Consumer Price Index for All
Urban Consumers (CPI-U): South urban region and area size B/C (50,000 to
1,500,000), all items index, published by the U.S. Department of Labor, or
applicable successor index.

4.2      The annual benefit payable to a Participant for his remaining lifetime
upon Retirement at an Early Retirement Date shall be equal to the benefit
determined in Section 4.1 multiplied by the applicable Service Reduction Factor
and then multiplied by the applicable Age Reduction Factor determined as of the
date the benefit begins:

<TABLE>
<CAPTION>
                 SERVICE REDUCTION FACTOR                           AGE REDUCTION FACTOR
         -----------------------------------------------     --------------------------------
         Completed Years of Service and Under                Age When Benefit
                        Age 60                    Factor          Begins            Factor(*)
         -----------------------------------------------     --------------------------------
         <S>                                      <C>        <C>                    <C>
                      5                             50%              60               75%

                      6                             60               61               80

                      7                             70               62               85

                      8                             80               63               90

                      9                             90               64               95

                 10 or more                        100               65              100
</TABLE>


                                    (*) .417% for each month between whole ages.


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<PAGE>

<TABLE>
<CAPTION>
                   SERVICE REDUCTION FACTOR                                       AGE REDUCTION FACTOR
         ----------------------------------------------------             -----------------------------------
         Completed Years of Service and Age 60 or                         Age When Benefit
                         Over                        Factor                   Begins               Factor(*)
         ----------------------------------------------------             -----------------------------------
         <S>                                         <C>                  <C>                      <C>
                  5 or more                          100%                       60                     75%

                                                                                61                     80

                                                                                62                     85

                                                                                63                     90

                                                                                64                     95

                                                                                65                    100
</TABLE>

                                    (*) .417% for each month between whole ages.

4.3      The annual benefit payable to a Participant for his remaining lifetime
upon Retirement at a Postponed Retirement Date shall be equal to the benefit
determined in accordance with Section 4.1 based on Service and Final Average
Earnings as of the Participant's Postponed Retirement Date.

5.       PAYMENT OF RETIREMENT BENEFITS

5.1      Benefits payable in accordance with Section 4 shall begin on the
Participant's date of Retirement or, in the case of Retirement upon an Early
Retirement Date, on the first day of the month following the later of (i) the
Participant's attainment of age 60 or (ii) the Participant's Retirement.
Benefits will continue to be paid on the first day of each succeeding month. The
last payment will be on the first day of the month in which the retired
Participant dies.

5.2      Any Participant who is under Disability upon reaching his Normal
Retirement Date will be paid his retirement benefit under Section 4.1. Upon a
Participant's Disability while an employee of the Company, the Participant will
continue to accrue years of Service during his Disability until the earliest of
(a) his recovery from Disability, (b) his 65th birthday or (c) his death. For
the purpose of determining the Participant's benefit hereunder, the
Participant's Final Average Earnings shall be determined on the basis of his
Earnings up to the date of Disability.

5.3      Any Participant who is entitled, in accordance with a written
employment agreement with the Company, to continued accruals with respect to
this Plan, shall be paid such benefit from this Plan.

5.4 In lieu of the benefits described in Sections 5.1, 5.2, 6.1 and 6.3, any
Participant may, in the Participant's sole discretion, by delivery of a notice
to Company no later than one year prior to the Participant's Retirement, elect
to receive from Company a lump sum retirement payment by bank cashier's check
equal to the actuarially equivalent present value as of the payment date of the
flow of payments that would otherwise be expected to be paid to Participant and
his Surviving Spouse pursuant to this Plan. Such actuarial present value shall
be determined as of the date the lump sum payment is to be made and shall be
based on (i) a discount rate equal to the interest rate on


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<PAGE>

90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar
publication) on the date the lump sum payment is to be made, and (ii) the
remaining life expectancy of the Participant or his spouse based on the UP-1984
Mortality Table, whichever remaining life expectancy is longer. For purposes of
these calculations, the Participant's spouse at the time of his Retirement shall
be considered his Surviving Spouse. If Participant elects to receive a lump sum
retirement payment, Company shall make such payment to Participant within 30
days following the date on which the Participant retires.

6.       DEATH BENEFITS PAYABLE

6.1      If a Participant should die after the commencement of payment of his
benefits, his Surviving Spouse will receive a monthly benefit equal to the
amount of the Participant's retirement benefit determined in accordance with
Section 4. If a Participant should die after attaining age 55 and completing
five years of Service but before commencement of payment of his benefits, the
Participant's Surviving Spouse shall receive the amount of the Participant's
retirement benefit as if Participant had retired on the day before his death.

6.2      A Surviving Spouse's benefits will be payable monthly, and will begin
on the first day of the month following the month in which the Participant dies.
The last payment will be on the first day of the month in which the Surviving
Spouse dies.

6.3      If a Participant should die after attaining age 55 and completing five
years of Service and is survived by dependent children, the Plan shall pay to or
for the benefit of each child $1,500 per month until the later of the first day
of the month in which the dependent child (i) reaches age 18, (ii) reaches age
25 if a full-time student or (iii) dies if physically or mentally handicapped as
determined by the Committee.

6.4      No benefits are payable to a Surviving Spouse under Section 6.1, or a
dependent child under Section 6.3, if the Participant elects to receive a lump
sum payment under Section 5.4. However, if the Participant dies after making the
election described in Section 5.4 but before receiving the lump sum payment
described in Section 5.4, the Surviving Spouse shall receive within 60 days of
the Participant's death, a lump sum payment equal to the amount the Participant
would have received if the Participant had retired on the day before his death.

7.       MISCELLANEOUS

7.1      The Company or the Committee may at any time modify or terminate this
Plan. Provided, however, that amendments that would reduce benefits or rights of
an individual who is a Participant at the time of the amendment shall not be
binding with respect to such Participant without the Participant's prior written
consent.

7.2      Nothing contained herein will confer upon any Participant the right to
be retained in the service of the Company, nor will it interfere with the
Company's right to discharge or otherwise deal with Participants without regard
to the existence of this Plan.

7.3      This Plan is unfunded for purposes of Section 83 of the Internal
Revenue Code, and the Company will make Plan benefit payments solely on a
current disbursement basis. This Plan is to be an unfunded plan of deferred
compensation covering a select group of management or highly compensated
employees, within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of
ERISA, and is intended to be exempt from Parts 2, 3, and 4 of Title I of ERISA.
All benefits shall be paid from the general assets of the Company, and
Participants shall at all times have the status of general unsecured creditors.
The Company may establish such grantor trust(s) (i.e., rabbi trust(s)) or other
asset pool(s) as it deems necessary or appropriate from which benefits hereunder
may be paid.

7.4      To the maximum extent permitted by law, no benefit under this Plan
shall be assignable or subject in any manner to alienation, sale, transfer,
claims of creditors, pledge, attachment, or encumbrances of any kind.

7.5      The Committee may adopt rules and regulations to assist it in
administering this Plan.


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<PAGE>

7.6      Each Participant shall receive a copy of this Plan, and the Committee
will make available for inspection by any Participant a copy of the rules and
regulations used by the Committee in administering this Plan.

7.7      All payments made hereunder shall be subject to all taxes required to
be withheld under applicable laws and regulations of any governmental
authorities in effect at the time of such payments. Participants shall be
responsible for all such taxes.

7.8      This restated Plan document applies only to Participants whose Service
with the Company ends on or after January 31, 2002. Employees whose Service with
the Company ended prior to January 31, 2002 shall be governed by the prior
version of the Plan.

8.       MINIMUM BENEFIT IN CERTAIN CASES

         The provisions of this Section 8 apply only in the case of a
Participant who has entered into a written employment agreement with the Company
which provides for accelerated vesting in the event of death, disability,
termination other than for cause, or a change in control of the Company. The
provisions of this Section 8 apply notwithstanding Section 3.2 or any other
provision of this Plan. In the event such Participant's employment with the
Company is terminated by reason of death, disability, termination other than for
cause (except for Retirement in accordance with this Plan), or a change in
control of the Company, each as contemplated by the written employment agreement
between such individual and the Company, then the benefit payable under this
Plan to or with respect to such Participant shall be a single sum benefit equal
to the actuarial present value of the following: annual payments for the
Participant equal to 90% of the Participant's Final Average Earnings, such
payments to begin upon the Participant's attainment of age 65 and to continue
until the later of the death of the Participant or the death of his Surviving
Spouse, with such payments increasing annually in accordance with the
cost-of-living index described in Section 4.1. Such present value shall be
determined by reducing the value of such payments that would begin at age 65 to
the date as of which payment is made, using the actuarial assumptions described
in Section 5.4. Any payment made pursuant to this Section 8 shall be made in a
lump sum within 30 days of termination of employment.

9.       CLAIMS PROCEDURES

         This Plan shall be administered by the Committee. The Committee shall
have full discretionary power and authority to interpret, construe and
administer this Plan and the Committee's interpretations and constructions
thereof, and actions thereunder, including the amount or recipient of the
payment to be made from this Plan, shall be binding and conclusive on all
persons for all purposes.

         Prior to or upon becoming entitled to receive a benefit hereunder, a
Participant or his beneficiary ("Claimant") shall request payment of such
benefits at the time and in the manner prescribed by the Committee. The
Committee may direct payment of benefits without requiring the filing of a claim
therefor, if the Committee has knowledge of such Claimant's whereabouts. The
Committee shall provide adequate notice in writing as prescribed pursuant to
paragraph (b) below to any Claimant whose claim for benefits under the Plan has
been denied.

                  (a)      Such notice must be sent within 90 days of the date
         the claim is received by the Committee unless special circumstances
         require an extension of time for processing the claim. Such extension
         shall not exceed 90 days and no extension shall be allowed unless,
         within the initial 90 day period, the claimant is sent an extension
         notice indicating the special circumstances requiring the extension and
         specifying a date by which the Committee expects to render its
         decision.

                  (b)      The Committee's notice of denial to the Claimant
         shall set forth the following:

                           (i)      the specific reason or reasons for the
                  denial;

                           (ii)     specific references to pertinent Plan
                  provisions on which the Committee based its denial;


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<PAGE>

                           (iii)    a description of any additional material and
                  information needed for the Claimant to perfect his or her
                  claim and an explanation of why the material or information is
                  needed;

                           (iv)     a statement that the Claimant may request a
                  review upon written application to the Committee, review
                  pertinent Plan documents, and submit issues and comments in
                  writing;

                           (v)      a statement that any appeal of the
                  Committee's adverse determination must be made in writing to
                  the Committee within 60 days after receipt of the Committee's
                  notice of denial of benefits, and that failure to appeal the
                  action to the Committee in writing within the 60-day period
                  will render the Committee's determination final, binding, and
                  conclusive; and

                           (vi)     the address of the Committee to which the
                  Claimant may forward his or her appeal.

                  (c)      If the Claimant should appeal to the Committee, the
         Claimant or a duly authorized representative may submit, in writing,
         whatever issues and comments the Claimant deems pertinent. The
         Committee shall re-examine all facts related to the appeal and make a
         final determination as to whether the denial of benefits is justified
         under the circumstances. The Committee shall advise the Claimant in
         writing of its decision on the appeal, the specific reasons for the
         decision, and the specific Plan provisions on which the decision is
         based. The notice of the decision shall be given within 60 days of the
         Claimant's written request for review, unless special circumstances
         would make the rendering of a decision within the 60 day period
         infeasible, but in no event shall the Committee render a decision
         regarding the denial of a claim for benefits later than 120 days after
         its receipt of a request for review. If an extension of time for review
         is required because of special circumstances, written notice of the
         extension shall be furnished to the claimant prior to the date the
         extension period commences.

                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, Healthcare Realty Trust Incorporated has caused
this restatement to be executed by its duly authorized officer effective as
described above.

                               HEALTHCARE REALTY TRUST INCORPORATED



                               By:
                                  ---------------------------------------------

                               Its:
                                   --------------------------------------------


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