NATIONWIDE HEALTH PROPERTIES INC
ANDREW STOKES EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.txt
<DESCRIPTION>ANDREW STOKES EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1

                              SECOND AMENDMENT TO
                   EMPLOYMENT AGREEMENT OF T. ANDREW STOKES

     This Second Amendment dated as of April 20, 2001 to Employment Agreement of
T. Andrew Stokes hereby amends that certain Employment Agreement entered into by
and between Nationwide Health Properties, Inc., a California corporation (the
"Company") and T. Andrew Stokes (the "Executive") as of February 25, 1998, as
amended January 19, 2001 (the "Employment Agreement").

                                    RECITAL

     The parties desire to delete and restate Paragraph I (E),  Paragraph IV
(A), and Section V of the Employment Agreement in their entirety.

                                   AGREEMENT

     NOW, THEREFORE, the parties hereto hereby agree to delete Paragraphs I (E)
and IV (A) and Section V of the Employment Agreement in their entirety and
restate them as follows:

     "I.         E. 'Employment Period' shall mean the period commencing on the
                 Effective Date and ending on February 28, 2003; provided
                 however, that commencing effective as of February 28, 2002 and
                 on each February 28 thereafter (each such date is hereinafter
                 referred to as a "Renewal Date"), the Employment Period shall
                 be automatically extended so as to terminate on the second
                 anniversary of such Renewal Date (but not later than the date
                 when Executive attains age 65), unless the Company or Executive
                 shall give notice to the other that the Employment Period shall
                 not be further extended prior to any such Renewal Date."

     "IV.  Obligations of the Company Upon Termination of Executive's Employment
           ---------------------------------------------------------------------

           A.    Termination by Company Other than for Cause, Death or
                 -----------------------------------------------------
                 Disability. Except within three years after a Change of Control
                 ----------
                 of Company in which case any termination of Executive's
                 employment shall be governed by the Company's Executive
                 Employment Security Policy, and except as provided for in
                 Section VI of this Agreement, if during the Employment Period,
                 the Company shall terminate Executive's employment other than
                 for Cause or disability, the Company shall pay to Executive (a)
                 any Annual Base Salary owed to Executive through the Date of
                 Termination to the extent not previously paid, (b) an amount
                 equal to 150% of Executive's highest Annual Base Salary during
                 any of the last three full fiscal years prior to the Date of
                 Termination, and (c) an amount equal to 150% of the average
                 Annual Bonus earned by Executive over the last three full
                 fiscal years prior to the Date of Termination.

                 In addition to the payments described in subparagraphs (a),
                 (b), and (c) above, the Company also shall (i) arrange to
                 provide to Executive for a period of eighteen months from the
                 Date of Termination, medical (including dental, vision and
                 prescription drug coverage) and life insurance with terms no
                 less favorable, in the aggregate, than the most favorable of
                 those provided to Executive during the year immediately
                 preceding the Date of Termination, (ii) immediately vest all
                 previously unvested shares of Restricted Stock and Stock
                 Options held by Executive, (iii) provide Executive with any
                 Performance-Based Dividend Equivalents (to the extent earned by
                 the Executive through the Date of Termination, as determined by
                 the Company's Compensation Committee) for the eighteen months
                 following the Date of Termination, and (iv) pay any
                 compensation previously deferred by Executive in accordance
                 with the provisions of the plan under which such compensation
                 was deferred.

                 Payments pursuant to subparagraph (a) above shall be made
                 within thirty (30) days following the Date of Termination.
                 Payments pursuant to subparagraph (b) above shall be

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                 made in equal monthly installments over the eighteen-month
                 period following the Date of Termination. Payments pursuant to
                 subparagraph (c) above shall be made in equal annual
                 installments over the eighteen-month period following the Date
                 of Termination. Payments pursuant to subparagraph (iii) above
                 shall be made at the time such payments would have been made
                 had Executive remained in the employment of the Company.

                 To the extent that any of the payments and benefits provided
                 for in this Agreement or otherwise payable to Executive
                 constitute "parachute payments" within the meaning of Section
                 280G of the Internal Revenue Code of 1986, as amended (the
                 "Code"), and but for this subparagraph of this Section IV(A),
                 would be subject to the excise tax imposed by Section 4999 of
                 the Code or any similar or successor provision, the aggregate
                 amount of such payments and benefits shall be reduced, but only
                 to the extent necessary so that none of such payments and
                 benefits are subject to excise tax pursuant to Section 4999 of
                 the Code.

                 If Executive should die while receiving payments pursuant to
                 this Section IV(A), the remaining payments which would have
                 been made to Executive if he had lived shall be paid to the
                 beneficiary designated in writing by Executive, or if there is
                 no effective written designation, then to this spouse, or if
                 there is neither an effective written designation nor a
                 surviving spouse, then to Executive's estate. Designation of a
                 beneficiary or beneficiaries to receive the balance of any such
                 payments shall be made by written notice to the Company, and
                 Executive may revoke or change any such designation of
                 beneficiary at any time by a later written notice to the
                 Company."

     "V.   Non-Exclusivity of Rights.
           -------------------------

           Nothing in this Agreement shall prevent or limit Executive's
           continuing or future participation in any plan, program, policy or
           practice provided by the Company for which Executive may qualify, nor
           shall anything herein limit or otherwise affect such rights as
           Executive may have under any contract or agreement with the Company.
           Amounts which are vested or which Executive is otherwise entitled to
           receive under any plan, policy, practice or program of, or any
           contract or agreement (other than this Agreement) with the Company at
           or subsequent to the Date of Termination shall be payable in
           accordance with such plan, policy, practice or program or contract or
           agreement except as explicitly modified by this Agreement. Except for
           the Company's Executive Employment Security Policy, which remains in
           full force and effect and is fully operative between Executive and
           Company in accordance with its terms, Executive shall no longer be
           covered by any prior employment agreement, security policy or
           understanding thereof after the Effective date of this Agreement and
           shall not be covered by any severance policy, practice or program of
           the Company."

     IN WITNESS WHEREOF, Executive has hereunto set Executive's hand, and
pursuant to the authorization from the Compensation Committee of the Board, the
Company has caused this Second Amendment to Employment Agreement of T. Andrew
Stokes to be executed in its name on its behalf, all as of the day and year
first above written.

                                    NATIONWIDE HEALTH PROPERTIES, INC.

                                    By: ______________________________________
                                            R. Bruce Andrews, President

                                    Executive:

                                    __________________________________________
                                            T. Andrew Stokes

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