EXHIBIT 10.3

HEALTHCARE REALTY TRUST
INCORPORATED

EXECUTIVE RETIREMENT PLAN

1. PURPOSE OF THE PLAN

The principal objective of this Executive Retirement 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 which, when added to other retirement income of the executive, will meet the objective described above. Eligibility for participation in the plan shall be limited to executives selected by the Compensation Committee of the Board of Directors. This Plan will become effective on January 1, 1993.

2. DEFINITIONS

(A) "ACCRUED BENEFIT" means, as of any date, the Participant's retirement benefit to begin at his Normal Retirement Date (as hereinafter defined), determined pursuant to Section 4.2 and based on his Final Average Earnings on the date of calculation and Service projected to Normal Retirement Date multiplied by the ratio of years of Service as of calculation date over years of Service projected to age 65.

(B) "BASIC PLAN" means the retirement plan, a defined benefit and/or a defined contribution plan, covering essentially all employees of the Company, including a Participant.

(C) "BASIC PLAN BENEFIT" means the amount of benefit payable from the Basic Plan to a Participant in the form of a straight life annuity. If the Basic Plan includes a defined contribution plan, the lump sum value will be converted to a straight life annuity based on actuarial factors selected by the Committee. If the Basic Plan provides for employee contributions or employer contributions
[other than matching contributions, if any, within the contemplation of Section 401(m) of the Internal Revenue Code] which are based upon an employee's deferral of compensation, such as under a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, the Basic Plan Benefit shall not include benefits which are attributable to such contributions and any earnings thereon.

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

(E) "COMPANY" means Healthcare Realty Trust Incorporated, a Maryland corporation.

(F) "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 to the effect that a condition of total and permanent disability exists.

(G) "EARNINGS" means total annual cash compensation, including base salary, annual incentives awards, and deferred compensation.

(H) "FINAL AVERAGE EARNINGS" means the average of the three (3)

highest, not necessarily consecutive, years' Earnings.

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

(J) "PARTICIPANT" means an employee of the Company designated as a Participant 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.

(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 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:

(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 his Social Security Benefit as of the earliest age then allowable under the Act or, if later, at actual date of Retirement.

(ii) the Social Security Benefit for a Participant who retires on a Disability Retirement date will be calculated assuming that the Participant's disability would make him 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 termination or 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 this 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 (5) years of Service.

(B) "EARLY RETIREMENT DATE," which is the first day of any month following the month in which the Participant reaches age 55 and has completed five (5) years of Service.

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

3.2 No benefits are payable hereunder unless the Participant retires on an Early Retirement, Normal Retirement or Postponed Retirement Date. Notwithstanding the prior sentence, in the event a Participant has entered into an employment agreement with the Company which provides for vesting of his/her Accrued Benefit hereunder, whether as a result of a termination other than for cause or otherwise, any benefit paid with such agreement shall be funded and paid through this Plan.

3.3 If any Participant entitled to a benefit under this Plan is (i) discharged for cause after attaining his Early, Normal or Postponed Retirement Date, or
(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 Corporation, the rights of such Participant to a benefit under this Plan, including the rights of a Surviving Spouse 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 to a benefit, may be restored within sixty (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. Notwithstanding any provision herein to the contrary, item (ii) above shall not apply in the event of a Termination Upon a Change in Control.

4. AMOUNT AND FORM OF RETIREMENT BENEFIT

4.1 The annual retirement benefit payable to a Participant for his life time at a Normal Retirement Date under the Plan shall be equal to sixty percent (60%) of Final Average Earnings plus six percent (6%) of Final Average Earnings times years of Service after age 60 to a maximum of five (5) years, less one hundred percent (100%) of the Other Retirement Income of Participant.

4.2 The annual benefit payable to a Participant for his lifetime at an Early Retirement Date shall be equal to the benefit determined in Section 4.1 multiplied by the following factors according to the service of the Participant on Early Retirement Date and the age of the Participant on the date the benefit begins:

        Service Reduction Factor                     Age Reduction Factor
------------------------------------------        --------------------------

 Completed Years of Service and Under                 Age When Benefit
               Age 60                   Factor            Begins           Factor*
--------------------------------------------------   -------------------------------
                  4                        0%               60                75%
                  5                       50                61                80
                  6                       60                62                85
                  7                       70                63                90
                  8                       80                64                95
                  9                       90                65               100
             10 or more                  100

*.417% for each month between whole ages.

Completed Years of Service and
       Age 60 and Over                            Factor
       ----------------                           ------
            4                                        0%
           5 or more                                 100

4.3 The annual benefit payable to a Participant for his lifetime 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 Retirement Date.

4.4 The benefit determined under this Plan will be payable in any form approved by the Committee and elected by the Participant.

5. PAYMENT OF RETIREMENT BENEFITS

5.1 Benefits payable in accordance with Section 4 will begin on the Participant's date of Retirement or, in the case of Early Retirement, on the first day of any month following the Participant's Early Retirement Date but not later than his Normal Retirement Date, as the Participant may elect. 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, unless otherwise elected in accordance with Section 4.4.

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 an employment agreement with the Company to continued accruals with respect to this Plan, shall be paid such benefit from this Plan, whether or not through any trust associated with this Plan.

6. DEATH BENEFITS PAYABLE

6.1 If a Participant should die after Retirement and after the commencement of payment of his benefits, the Surviving Spouse will receive an annual benefit equal to fifty percent (50%) of the amount of the Participant's retirement benefit determined in accordance with Section 4. If a Participant should die after Retirement 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 Retirement, and is survived by dependent children each child will receive a benefit equal to $1,500 per month until the later of the first day of the month in which the dependent child reaches age 18, or age 25 if a full-time student or dies if physically or mentally handicapped as determined by the Committee.

6.4 No benefits are payable to any person or persons in the event a Participant should die before Retirement.

7. MISCELLANEOUS

7.1 The Committee may, at its sole discretion, terminate, suspend, or amend this Plan at any time or from time to time, in whole or in part. However, no amendment or suspension of the Plan will affect a Participant's right to receive an Accrued Benefit, or a retired Participant's or Surviving Spouse's right to continue to receive a benefit in accordance with this Plan.

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, and the Company will make Plan benefit payments solely on a current disbursement basis. The Company may establish such grantor trust(s) or other asset pool(s) as it deems necessary or appropriate to provide for the payment of benefits hereunder.

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 the Plan.

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 the Plan.

7.7 This Plan is established under and will be construed according to the Employee Retirement Income Security Act of 1974.

8. MINIMUM BENEFIT IN CERTAIN CASES

The provisions of this Section 8 apply only in the case of a Participant who has entered into an 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. The provisions of this Section 8 apply notwithstanding Section 3.2 or any other provision of this Plan. In the event a Participant's employment with the Company is terminated by reason of death, disability, termination other than for cause or a change in control, each as contemplated by the Employment Agreement between such individual and the Company, then the benefit payable to or with respect to such Participant shall be the greater of the benefit otherwise determined in accordance with the provision of the Plan or the single sum benefit equal to the present value of the then-Accrued Benefit, determined by reducing such adjusted accrued benefit from age sixty-five (65) to the date as of which payment is made, using the actuarial assumptions which have been used for financial accounting purposes under generally accepted accounting principles.

EXHIBIT 10.5

HEALTHCARE REALTY TRUST

NON-QUALIFIED DEFERRED COMPENSATION PLAN

Effective - January 1, 1999

                                                               Table of Contents
                                                               -----------------
ARTICLE I

SUMMARY
    1.1 Statement of Purpose                                            5

ARTICLE II

DEFINITIONS
    2.1 Account                                                         5
    2.2 Base Salary                                                     5
    2.3 Beneficiary                                                     5
    2.4 Board                                                           5
    2.5 Bonus                                                           5
    2.6 Code                                                            6
    2.7 Committee                                                       6
    2.8 Compensation                                                    6
    2.9 Company                                                         6
    2.10 Credited Service                                               6
    2.11 Deferral Account                                               6
    2.12 Deferral Benefit                                               6
    2.13 Deferral Election                                              6
    2.14 Disability                                                     6
    2.15 Early Retirement                                               6
    2.16 Eligible Employee                                              7
    2.17 Employer                                                       7
    2.18 Hardship Withdrawal                                            7
    2.19 Investment Return Rate                                         7
    2.20 Participant                                                    7
    2.21 Participation Agreement                                        7
    2.22 Plan                                                           7
    2.23 Plan Year                                                      7
    2.24 Retirement                                                     7
    2.25 Selected Affiliate                                             8
    2.26 Trust                                                          8
    2.27 Valuation Date                                                 8

ARTICLE III

ELIGIBILITY AND PARTICIPATION
    3.1 Eligibility                                                     8
    3.2 Participation                                                   8
    3.3 Change in Participation Status                                  8

    3.4 Ineligible Participant                                          9

ARTICLE IV

DEFERRAL OF COMPENSATION

    4.1 Amount of Deferral                                              9
    4.2 Crediting Deferred Compensation                                 9

ARTICLE V

BENEFIT ACCOUNTS
    5.1 Valuation of Account                                            9
    5.2 Crediting of Investment Return                                  9
    5.3 Statement of Accounts                                           10
    5.4 Vesting of Account                                              10
    5.5 Investment Vehicles                                             10
    5.6 Establishment of "Rabbi Trust"                                  10

ARTICLE VI

PAYMENT OF BENEFITS
    6.1 Payment of Deferral Benefit upon Death, Disability or           11
    Retirement
    6.2 Payment of Deferral Benefit upon Termination                    11
    6.3 Payments to Beneficiaries                                       11
    6.4 Hardship Withdrawal                                             11
    6.5 Form of Payment                                                 12
    6.6 Commencement of Payments                                        12
    6.7 Small Benefit                                                   12

ARTICLE VII

BENEFICIARY DESIGNATION
    7.1 Beneficiary Designation                                         12
    7.2 Change of Beneficiary Designation                               13
    7.3 No Designation                                                  13
    7.4 Effect of Payment                                               13

ARTICLE VIII

ADMINISTRATION

    8.1 Committee                                                       13
    8.2 Agents                                                          13
    8.3 Binding Effect of Decisions                                     13
    8.4 Indemnification of Committee                                    13

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN
    9.1 Amendment                                                       14
    9.2 Termination                                                     14
    9.3 Change of Control                                               14

ARTICLE X

MISCELLANEOUS
    10.1 Funding
    10.2 Nonassignability                                               14
    10.3 Captions
    10.4 Governing Law                                                  15
    10.5 Successors                                                     15
    10.6 Right to Continued Service                                     15
    10.7 Claims Procedure                                               15

EXHIBIT A                                                               17

EXHIBIT B                                                               18

EXHIBIT C                                                               19

EXHIBIT D                                                               20

ARTICLE I

1.1 STATEMENT OF PURPOSE

This is the Healthcare Realty Trust Non-Qualified Deferred Compensation Plan (the "Plan") made in the form of this Plan and in related agreements between the Employer and certain management or highly compensated employees. The purpose of the Plan is to provide management and highly compensated employees of the Employer with the option to defer the receipt of portions of their compensation payable for services rendered to the Employer. It is intended that the Plan will assist in attracting and retaining qualified individuals to serve as officers and managers of the Employer. The Plan is effective as of January 1, 1999.

ARTICLE II

DEFINITIONS

When used in this Plan and initially capitalized, the following words and phrases shall have the meanings indicated:

2.1 ACCOUNT.

"Account" means the sum of a Participant's Deferral Account.

2.2 BASE SALARY.

"Base Salary" means a Participant's base earnings paid by an Employer to a Participant without regard to any increases or decreases in base earnings as a result of (i) an election to defer base earnings under this Plan or (ii) an election between benefits or cash provided under a Plan of an Employer maintained pursuant to Section 125 or 401(k) of the Code and as limited in Exhibit B attached hereto.

2.3 BENEFICIARY.

"Beneficiary" means the person or persons designated or deemed to be designated by the Participant pursuant to Article VII to receive benefits payable under the Plan in the event of the Participant's death.

2.4 BOARD.

"Board" means the Board of Directors of the Company.

2.5 BONUS

"Bonus" means a Participant's earnings, other than base earnings, paid by an Employer to a Participant as incentive compensation without regard to any increases or decreases in such earnings as a result of (i) an election to defer such earnings under this Plan or (ii) an election between benefits or cash provided under a Plan of an Employer maintained pursuant to Section 125 or 401
(k) of the Code and as limited in Exhibit B attached hereto.

2.6 CODE.

"Code" means the Internal Revenue Code of 1986, as amended.

2.7 COMMITTEE.

"Committee" has the meaning set forth in Section 8.1.

2.8 COMPENSATION.

"Compensation" means the Base Salary and Bonus payable with respect to an Eligible Employee for each plan year.

2.9 COMPANY.

"Company" means Healthcare Realty Trust, Selected Affiliate companies and any successor thereto.

2.10 CREDITED SERVICES.

"Credited Service" means the sum of all periods of a Participant's employment by the Company or a Selected Affiliate for which service credit is given under the Healthcare Realty Trust 401 (k) Plan.

2.11 DEFERRAL ACCOUNT.

"Deferral Account" means the account maintained on the books of the Employer for the purpose of accounting for the amount of Compensation that each Participant elects to defer under the Plan and for the amount of investment return credited thereto for each Participant pursuant to Article V.

2.12 DEFERRAL BENEFIT.

"Deferral Benefit" means the benefit payable to a Participant or his or her Beneficiary pursuant to Article VI.

2.13 DEFERRAL ELECTION.

"Deferral Election" means the written election made by a Participant to defer Compensation pursuant to Article IV.

2.14 DISABILITY.

"Disability" means a Participant's Disability as defined under the Company's Long Term Disability Plan or its successors.

2.15 EARLY RETIREMENT.

"Early Retirement" will be as set forth in any Company retirement plan applicable to a Participant or otherwise as granted by the Committee at its sole discretion.

2.16 ELIGIBLE EMPLOYEE.

"Eligible Employee" means a highly compensated or management employee of the Company who is designated by the Committee, by name or group or description, in accordance with Section 3.1 as eligible to participate in the Plan.

2.17 EMPLOYER.

"Employer" means, with respect to a Participant, the Company or the Selected Affiliate which pays such Participant's Compensation.

2.18 HARDSHIP WITHDRAWAL.

"Hardship Withdrawal" has the meaning set forth in Section 6.5.

2.19 INVESTMENT RETURN RATE.

"Investment Return Rate" means:

(a) In the case of an investment named in Exhibit C of a fixed income nature, the interest deemed to be credited,

(b) In the case of an investment named in Exhibit C of an equity investment nature, the increase and decrease in deemed value and dividends deemed to be credited.

2.20 PARTICIPANT.

"Participant" means any Eligible Employee who elects to participate by filing a Participation Agreement or who is automatically enrolled as provided in Section 3.2.

2.21 PARTICIPATION AGREEMENT.

"Participation Agreement" means the agreement filed by a Participant, in the form prescribed by the Committee, pursuant to Section 3.2.

2.22 PLAN.

"Plan" means the Healthcare Realty Trust Non-Qualified Deferred Compensation Plan, as amended from time to time.

2.23 PLAN YEAR.

"Plan Year" means a twelve-month period commencing January 1 and ending the following December 31.

2.24 RETIREMENT.

"Retirement" means the termination of a Participant who has retired on any date permitted for retirement pursuant to any Company retirement plan applicable to such Participant or otherwise has reached age 65.

2.25 SELECTED AFFILIATE.

"Selected Affiliate" means (1) any company in an unbroken chain of companies beginning with the Company if each of the companies other than the last company in the chain owns or controls, directly or indirectly, stock possessing not less than 50 percent of the total combined voting power of all classes of stock in one of the other companies, or (2) any partnership or joint venture in which one or more of such companies is a partner or venturer, each of which shall be selected by the Committee.

2.26 TRUST.

"Trust" has the meaning set forth in Section 5.6.

2.27 VALUATION DATE.

"Valuation Date" means a date on which the amount of a Participant's Account is valued as provided in Article V. The Valuation Date shall be the last day of each month and any other date determined by the Committee.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 ELIGIBILITY.

Eligibility to participate in the Plan is limited to Eligible Employees. From time to time, and subject to Section 3.4, the Committee shall prepare, and attach to the Plan as Exhibit D, a complete list of the Eligible Employees, by individual name or by reference to an identifiable group of persons or by descriptions of the components of compensation of an individual which would qualify individuals which are eligible to participate and all of whom shall be a select group of management or highly compensated employees.

3.2 PARTICIPATION.

Participation in the Plan shall be limited to Eligible Employees who elect to participate in the Plan by filing a Participation Agreement with the Committee. An Eligible Employee shall commence participation in the Plan upon the first day of his or her first payroll period following the receipt of his or her Participation Agreement by the Committee.

3.3 CHANGE IN PARTICIPATION STATUS.

During the election period each December, a Participant may change a previously elected percentage of deferral of total compensation or elect to terminate his or her participation in the Plan. Changes will only become effective as of the beginning of the next Plan Year following receipt of the change in election by the Committee and in accordance with the Company's prevailing administrative procedures. Amounts credited to such Participant's Account with respect to periods prior to the effective date of such termination shall continue to be payable pursuant to, receive investment credit on, and otherwise be governed by, the terms of the Plan.

3.4 INELIGIBLE PARTICIPANT.

Notwithstanding any other provisions of this Plan to the contrary, if the Committee determines that any Participant may not qualify as a "select group of management or highly compensated employee" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or regulations thereunder, the Committee may determine, in its sole discretion, that such Participant shall cease to be eligible to participate in this Plan. Upon such determination, any future Participant's contributions to the Plan will cease, however, the Participants existing account balance will be maintained in the same manner as other Plan Participants.

ARTICLE IV

DEFERRAL OF COMPENSATION

4.1 AMOUNT OF DEFERRAL.

With respect to each Plan Year, a Participant may elect to defer a specified percentage of his or her Compensation up to the percentage of compensation defined and the terms described in Exhibit B attached hereto.

4.2 CREDITING REFERRED COMPENSATION.

The amount of Compensation that a Participant elects to defer under the Plan shall be credited by the Employer to the Participant's Deferral Account periodically, the frequency of which will be determined by the Committee, but which crediting shall occur no later than 30 days following the date upon which such Compensation would have otherwise been paid by the Employer to the Participant. To the extent that the Employer is required to withhold any taxes or other amounts from a Participant's deferred Compensation pursuant to any state, federal or local law, such amounts shall be withheld only from the Participant's compensation before such amounts are credited.

ARTICLE V

BENEFIT ACCOUNTS

5.1 VALUATION OF ACCOUNT.

As of each Valuation Date, a Participant's Account shall consist of the balance of the Participant's Account as of the immediately preceding Valuation Date, plus the Participant's Deferred Compensation credited pursuant to Section 4.2 since the immediately preceding Valuation Date, plus investment return credited as of such Valuation Date pursuant to Section 5.2, minus the aggregate amount of distributions, if any, made from such Account since the immediately preceding Valuation Date.

5.2 CREDITING OF INVESTMENT RETURN.

As of each Valuation Date, each Participant's Deferral Account shall be increased by the amount of investment return earned since the immediately preceding Valuation Date. Investment return shall be credited at the Investment Return Rate as of such Valuation Date based on the average balance of the Participant's Deferral Account, since the immediately preceding Valuation Date, but after such Accounts have been adjusted for any contributions or distributions to be credited or deducted for such period.

Investment return for the period prior to the first Valuation Date applicable to a Deferral Account shall be deemed earned ratably over such period. Until a Participant or his or her Beneficiary receives his or her entire Account, the unpaid balance thereof shall earn an investment return as provided in this
Section 5.2.

5.3 STATEMENT OF ACCOUNTS.

The Committee shall provide to each Participant, within 30 days after the close of each calendar quarter, a statement setting forth the balance of such Participant's Account as of the last day of the preceding calendar quarter and showing all adjustments made thereto during such calendar quarter.

5.4 VESTING OF ACCOUNT.

Except as provided in Sections 10.1 and 10.2, a Participant shall be 100% vested in his or her Deferral Account at all times.

5.5 INVESTMENT VEHICLES.

The Company may select investment vehicles owned as general assets by the Company or as assets of a trust described in Section.10.1 to establish the Investment Return Rate. The deemed investment vehicles are set forth in Exhibit C, which the Company may amend from time to time in its sole discretion.

A Participant may request the Company to make deemed investments of the credit balance of his Deferral Account in one or more of such investment vehicles. A Participant may change the deemed investment of his Deferral Account or change the deemed investment of his existing Deferral Account balance may differ from the deemed investment of future amounts credited to the Deferral Account. Such changes shall be made in accordance with procedures as the Committee may establish from time to time. Such procedures may regulate the frequency of such changes and the form of notice required to make such election or changes. The Committee may also establish a deemed investment, which shall apply if the Participant makes no election.

The effective date of any change shall be the date for which the appropriate direction to the Company or its designee has been properly received in accordance with the procedures established by the Committee. The Committee shall have the right to refuse to honor any Participant direction related to investments or withdrawals, including transfers among investment options, where necessary or desirable to assure compliance with applicable law including U.S. and other securities laws. However, neither the Company nor the Committee assumes any responsibility for compliance by officers or others with any such laws, and any failure by the Company or the Committee to delay or dishonor any such direction shall not be deemed to increase the Company's legal obligations to the Participant or third parties.

5.6 ESTABLISHMENT OF "RABBI TRUST"

The Company shall establish a rabbi trust, which is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. The Company shall make regular deposits into the Trust in order to finance its obligations to Participants, the frequency of which deposits will be determined by the Committee, but which shall occur no later than the latest date upon which deferred compensation may be credited to Participants' Accounts pursuant to
Section 4.2. Such deposits will be invested in accordance with the provisions of
Section 5.5 as soon as practicable. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of

Company and shall be used exclusively for the uses and purposes of Participants and general creditors. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under this Plan document and the Trust agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of insolvency of the Company.

ARTICLE VI

PAYMENT OF BENEFITS

6.1 PAYMENT OF DEFERRAL BENEFIT UPON DEATH, DISABILITY OR RETIREMENT.

Upon the death, Disability, Early Retirement; or Retirement of a Participant, the Employer shall pay to the Participant or his Beneficiary a Deferral Benefit equal to the balance of his or her vested Account determined pursuant to Article V, less any amounts previously distributed, based on his written election pursuant to Section 6.5.

6.2 PAYMENT OF DEFERRAL BENEFIT UPON TERMINATION.

Upon the termination of service of the Participant as an employee of the Employer and all Selected Affiliates for reasons other than death, Disability, or Retirement, the Employer shall pay to the Participant a Deferral Benefit in a lump sum equal to the balance of his or her vested Account determined pursuant to Article V, less any amounts previously distributed, as soon as administratively practical.

6.3 PAYMENTS TO BENEFICIARIES.

In the event of the Participant's death prior to his or her receipt of all elected annual installments, his or her Beneficiary will receive the remaining annual installments at such times as such installments would have become distributable to the Participant.

6.4 HARDSHIP WITHDRAWAL.

In the event that the Committee, under written request of a Participant, determines, in its sole discretion, that the Participant has suffered an unforeseeable financial emergency, the Employer shall pay to the Participant, as soon as practicable following such determination, an amount necessary to meet the emergency (the "Hardship Withdrawal"), but not exceeding the aggregate balance of such Participant's Deferral Account as of the date of such payment. For purposes of this Section 6.4, an "unforeseeable financial emergency" shall mean an event that the Committee determines to give rise to an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal or other such unforeseeable occurrence. Amounts of Hardship Withdrawal may not exceed the amount the Committee reasonably determines to be necessary to meet such emergency needs (including taxes incurred by reason of a taxable distribution). The amount of the Deferral Benefit otherwise payable under the Plan to such Participant shall be adjusted to reflect the early payment of the Hardship Withdrawal.

6.5 FORM OF PAYMENT.

The Deferral Benefit payable pursuant to Section 6.1 shall be paid in one of the following forms, as elected by the Participant in his or her Participant Agreement on file as of one (1) year and one (1) day prior to the year of death, disability or retirement:

(a) Annual payments of a fixed amount which shall amortize the vested Account balance of the payment commencement date over a period of five (5) or ten (10) years (together, in the case of each annual payment, with interest thereon credited after the payment commencement date pursuant to Section 5.2).

(b) A lump sum as soon as administratively practical.

In the event a Participant fails to make a distribution election, his or her vested Account Balance shall be distributed as a lump sum distribution as soon as administratively practical after his or her death, disability or retirement.

6.6 COMMENCEMENT OF PAYMENTS

Commencement of payments under Section 6.1 of the Plan shall begin within ninety days following an event which entitles a Participant (or a Beneficiary) to payments in lump sum under the Plan or in the January following the event for annual payment.

6.7 SMALL BENEFIT.

In the event the Committee determines that the balance of a Participant's Account is less than $5,000 at the time of commencement of payments, or the portion of the balance of the Participant's Account payable to any Beneficiary is less than $5,000 at the time of commencement of payments, the Committee may inform the Employer, and the Employer, in its discretion, may choose to pay the benefit in the form of a lump sum payment, notwithstanding any provision of the Plan or a Participant election to the contrary. Such lump sum payment shall be equal to the balance of the Participant's Account or the portion thereof payable to a Beneficiary.

ARTICLE VII

BENEFICIARY DESIGNATION

7.1 BENEFICIARY DESIGNATION.

Each Participant shall have the sole right, at any time, to designate any person or persons as his or her Beneficiary to whom payment under the Plan shall be made in the event of his or her death prior to complete distribution to the Participant of his or her Account. Any Beneficiary designation shall be made in a written instrument provided by the Committee. All Beneficiary designations must be filed with the Committee and shall be effective only when received in writing by the Committee.

7.2 CHANGE OF BENEFICIARY DESIGNATION.

Any Beneficiary designation may be changed by a Participant by the filing of a new Beneficiary designation, which will cancel all Beneficiary designations previously filed. The designation of a Beneficiary may be made or changed at any time without the consent of any person.

7.3 NO DESIGNATION.

If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then the Participant's designated Beneficiary shall be deemed to be the Participant's estate.

7.4 EFFECT OF PAYMENT.

Payment of the Deferral Benefit to a Participant's Beneficiary (or, upon the death of a primary Beneficiary, to the contingent Beneficiary or, if none, to the Participant's estate) shall completely discharge the Employer's obligations under the Plan.

ARTICLE VIII

ADMINISTRATION

8.1 COMMITTEE.

Members of the Committee for the Healthcare Realty Trust Non-Qualified Deferred Compensation Plan are listed on Exhibit A. The Committee shall have complete discretion to i) supervise the administration and operation of the Plan, ii) adopt rules and procedures governing the Plan from time to time, and iii) shall have authority to give interpretive rulings with respect to the Plan.

8.2 AGENTS.

The Committee may appoint an individual, who may be an employee of the Company, to be the Committee's agent with respect to the day-to-day administration of the Plan. In addition, the Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

8.3 BINDING EFFECT OF DECISIONS.

Any decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan shall be final and binding upon all persons having any interest in the Plan.

8.4 INDEMNIFICATION OF COMMITTEE.

The Company shall indemnify and hold harmless the members of the Committee and their duly appointed agents under Section 8.2 against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Plan, except in the case of gross negligence or willful misconduct by any such member or agent of the Committee.

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

9.1 AMENDMENT.

The Company, on behalf of itself and of each Selected Affiliate may at any time amend, suspend or reinstate any or all of the provisions of the Plan, except that no such amendment, suspension or reinstatement may adversely affect any Participant's Account, as it existed as of the day before the effective date of such amendment, suspension or reinstatement, without such Participant's prior written consent. The Committee or its delegate as the case may be, in its sole discretion, may accelerate the date of payment of a Participant's Account. Written notice of any amendment or other action with respect to the Plan shall be given to each Participant.

9.2 TERMINATION.

The Company, on behalf of itself and of each Selected Affiliate, in its sole discretion, may terminate this Plan at any time and for any reason whatsoever. Upon termination of the Plan, the Committee shall take those actions necessary to administer any Accounts existing prior to the effective date of such termination; provided, however, that a termination of the Plan shall not adversely affect the value of a Participant's Account, as it existed as of the day before the effective date of such termination, or the timing or method of distribution of a Participant's Account, without the Participant's prior written consent. Notwithstanding the foregoing, a termination of the Plan shall not give rise to accelerated or automatic vesting of any Participant's Account.

9.3 CHANGE OF CONTROL.

Upon a change of control, the plan is to be terminated with all benefits to be distributed to participants in a lump sum.

ARTICLE X

MISCELLANEOUS

10.1 FUNDING.

Participants, their Beneficiaries, and their heirs, successors and assigns, shall have no secured interest or claim in any property or assets of the Employer. The Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer's to pay money in the future.

10.2 NONASSIGNABILITY.

No right or interest under the Plan of a Participant or his or her Beneficiary (or any person claiming through or under any of them) shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of any such Participant or Beneficiary. If any Participant or Beneficiary shall attempt to or shall transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his or her benefits hereunder or any part thereof, or if by reason of his or her bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him or her, then

the Committee, in its discretion, may terminate his or her interest in any such benefit (including the Deferral Account) to the extent the Committee considers necessary or advisable to prevent or limit the effects of such occurrence. Termination shall be effected by filing a written "termination declaration" with the Healthcare Realty Trust Non-Qualified Deferred Compensation Plan Committee of the Company and making reasonable efforts to deliver a copy to the Participant or Beneficiary whose interest is adversely affected (the "terminated participant").

As long as the terminated participant is alive, any benefits affected by the termination shall be retained by the Employer and, in the Committee's sole and absolute judgment, may be paid to or expended for the benefit of the terminated participant, his or her spouse, his or her children or any other person or persons in fact dependent upon him or her in such a manner as the Committee shall deem proper. Upon the death of the terminated participant, all benefits withheld from him or her and not paid to others in accordance with the preceding sentence shall be disposed of according to the provisions of the Plan that would apply if he or she died prior to the time that all benefits to which he or she was entitled were paid to him or her.

10.3 CAPTIONS.

The caption contained herein is for convenience only and shall not control or affect the meaning or construction hereof.

10.4 GOVERNING LAW.

The provisions of the Plan shall be constructed and interpreted according to the laws of the State of Tennessee.

10.5 SUCCESSORS.

The provisions of the Plan shall bind and inure to the benefit of the Company, its Selected Affiliates, and their respective successors and assigns. The term successors as used herein shall include any corporate or other business entity that shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company or a Selected Affiliate and successors of any such Company or other business entity.

10.6 RIGHT TO CONTINUED SERVICE.

Nothing contained herein shall be construed to confer upon any Eligible Employee the right to continue to serve as an Eligible Employee of the Employer or in any other capacity.

10.7 CLAIMS PROCEDURE.

If a benefit under this Plan is not paid to an Executive or Beneficiary and such person believes that he or she is entitled to receive it, a claim shall be made in writing to the Committee within sixty (60) days from the date payment was to be made. Such claim shall be reviewed by the Committee and the Corporation. If the claim is denied, in full or in part, the Committee shall provide written notice within ninety (90) days setting forth the specific reasons for denial. The notice shall include specific reference to the provisions of this Plan upon which the denial is based and any additional material or information necessary to perfect the claim, if any. Such written notice shall also indicate the steps to be taken if a review of the denial is desired.

If the claim is denied and a review is desired, the claimant shall notify the Committee in writing within sixty (60) days. A claim shall be treated as denied if the Committee does not take action in the aforesaid ninety (90) day period. In requesting review, the claimant may review this Plan or any documents relating to it and submit any written issues and comments he or she may feel appropriate in his or her sole discretion within sixty (60) days. This decision likewise shall state the specific provisions of this Plan on which the decision is based.

Executed this 9th day of February, 1999.

Healthcare Realty Trust Incorporated

By:    /S/
   -------------------------------------
Title: Roger O. West
       Executive Vice President

EXHIBIT A

RE: SECTION 8.1 - COMMITTEE

Date:_______________ , 19_____.

The following indicates the Committee Members for the Healthcare Realty Trust Non-Qualified Deferred Compensation Plan.

COMMITTEE MEMBERS

1. Roger O. West, Executive Vice President and General Counsel

2. Fredrick M. Langreck, Senior Vice President and Treasurer

3. Michael W. Crisler, Vice President Financial Planning

--------------------------------------------------------------------------------------
        Type of Compensation          Minimum Percentage          Maximum Percentage
                                     That can be deferred        that can be deferred
--------------------------------------------------------------------------------------
             Base Salary                      5%                         15%
--------------------------------------------------------------------------------------
                Bonus                         5%                         25%
--------------------------------------------------------------------------------------

ACCOUNT NAME                                                      EFFECTIVE DATE
------------                                                      --------------
Fidelity Advisor-Equity Growth Fund                                   01/01/99

Fidelity Advisor-Growth Opportunities Fund                            01/01/99

Fidelity Cash Management Funds-Prime Fund                             01/01/99

1. Michael Crisler                 08/04/64 (34)
2. David Emery                     09/28/44 (54)
3. Eric Fischer                    03/18/64 (34)
4. Roland Hart                     01/04/43 (56)
5. Keith Harville                  04/20/44 (54)
6. Scott Holmes                    05/11/54 (44)
7. Fredrick Langreck               01/16/59 (40)
8. Bryan Starr                     01/09/34 (64)
9. Carter Steele                   12/24/48 (50)
10. James Tainter                  05/10/61 (37)
11. Tim Wallace                    05/12/58 (40)
12. Roger West                     12/19/44 (54)

FIRST AMENDMENT

TO THE

NON QUALIFIED DEFERRED COMPENSATION PLAN

The Healthcare Realty Trust Non-qualified Deferred Compensation plan (the "Plan"), as adopted effective January 1, 1999, is hereby amended in the following respects:

1. Effective as of July 1, 1999, Section 2.5 of the Plan is amended to provide as follows:

2.5 BONUS.

"Bonus" means the cash portion of a Participant's earnings, other than base earnings, paid by an Employer to a Participant as incentive compensation without regard to any increases or decreases in such earnings as a result of (i) an election to defer such earnings under this Plan or (ii) an election between benefits or cash provided under a Plan of an Employer maintained pursuant to Section 125 or 401 (k) of the Code and as limited in Exhibit B attached hereto.

Executed this 15th day of June, 1999.

BY:    /S/
   --------------------------
Title: Roger O. West
       Executive Vice President

SECOND AMENDMENT

TO THE

NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Healthcare Realty Trust Non-qualified Deferred Compensation plan (the "Plan"), as adopted effective January 1, 1999, is hereby amended in the following respects:

1. Effective as of December 1, 1999, Exhibit B, which pertains to
Section 4.1 of the Plan is amended to provide as follows:

------------------------------------------------------------------------------
TYPE OF COMPENSATION          MINIMUM PERCENTAGE          MAXIMUM PERCENTAGE
                              THAT CAN BE DEFERRED        THAT CAN BE DEFERRED
------------------------------------------------------------------------------
Salary                              5 %                           25
------------------------------------------------------------------------------
Cash Bonus                          5 %                           50
------------------------------------------------------------------------------

Executed this 12th day of November, 1999.

By:   /S/
   -----------------------------
Title: Roger O. West
       Executive Vice President

THIRD AMENDMENT

TO THE

NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Healthcare Realty Trust Non-qualified Deferred Compensation plan (the "Plan"), as adopted effective January 1, 1999, is hereby amended in the following respects:

1. Effective as of January 1, 2000, Exhibit C, which pertains to
Section 2.19 of the Plan is amended to provide as follows:

ACCOUNT NAME                                                        EFFECTIVE DATE
------------                                                        --------------
Fidelity Advisor-Equity Growth Fund                                    01/01/99

Fidelity Advisor-Growth Opportunities Fund                             01/01/99

Fidelity Cash Management Funds-Prime Fund                              01/01/99

Fidelity Advisor-Overseas Fund                                         01/01/00

Federated Max-Cap Fund (C shares)                                      O1/O1/00

Executed this 14th day of December, 1999.

By:   /S/
   ----------------------------
   Michael W. Crisler
   Vice President Financial Planning

TRUST UNDER HEALTHCARE REALTY TRUST
NON-QUALIFIED DEFERRED COMPENSATION PLAN

This Agreement made this 28th day of January, by and between Healthcare Realty Trust (Company) and SunTrust Bank, Nashville, N.A. , (Trustee):

WHEREAS, Company has adopted the nonqualified deferred compensation Plan as listed in Appendix A;

WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;

WHEREAS, Company wishes to establish a trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist in the meeting of its liabilities under Plan;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

SECTION 1
Establishment of the Trust

(a) Company hereby deposits with Trustee amounts which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.
(f) Upon a Change of Control, Company shall, as soon as possible, but in no event longer than 45 days following the Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan as of the date on which the Change of Control occurred.

(g) Within 45 days following the end of the Plan year, ending after the Trust has become irrevocable pursuant to Section 1(b) hereof, Company shall be required to irrevocably deposit additional cash or other property to the Trust in an amount sufficient to pay each Plan participant or beneficiary the benefits payable pursuant to the terms of the Plan as of the close of the Plan year.

SECTION 2
Payments to Plan Participants and Their Beneficiaries

(a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provisions for the reporting and withholding of any federal taxes that may be required to be withhold with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.
(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.
(c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

SECTION 3
Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent

(a) Trustee shall cease payment of benefits directly to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) An order for relief has been entered with the Company as the debtor in a proceeding under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer (or substitute the title of the highest-ranking officer of the Company) of Company shall have the duty to inform Trustee in writing of Company's Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination. Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.
(2) Unless Trustee has actual knowledge of Company's Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company's is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events relay on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company's solvency.
(3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets

of the Trust for the benefit of Company's general creditors. Nothing is this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plan or otherwise.
(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance.

SECTION 4
Payments to Company

Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payments of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

SECTION 5
Investment Authority

In no event may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by Company, other than a de minimis amount held in common investment vehicles in which Trustee invest. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants.

SECTION 6
Disposition of Income

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

SECTION 7
Accounting by Trustee

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing Between Company and Trustee. Within 30 days following the close of each calendar year and within 30 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

SECTION 8
Responsibility of Trustee

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.
(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses, and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.
(c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.
(d) Trustee may hire agents, accountants, actuaries, or other professionals to assist it in performing any of its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers conferred in Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

SECTION 9
Compensation and Expenses of Trustee

Company shall pay all administrative and Trustee's fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust.

SECTION 10
Resignation and Removal of Trustee

(a) Trustee may resign at any time by written notice to Company, which shall be effective 60 days after receipt of such notice unless Company and Trustee agree otherwise.
(b) Trustee may be removed by Company on 60 days written notice or upon shorter notice accepted by Trustee.
(c) Upon a Change of Control, as defined herein, Trustee may not be removed by Company for 2 years. (d) If Trustee resigns within 2 years after a Change of Control, as defined herein, Company shall apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions.
(e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

SECTION 11
Appointment of Successor

(a) If Trustee resigns (or is removed) in accordance with Section 10 (a) or
(b) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted

IN WITNESS WHEREOF, this Trust Agreement has been duly executed under seal by the parties hereto, effective as of the day and year first above written.

ATTEST/WITNESS Healthcare Realty Trust Incorporated, Settlor

    /S/                               By:   /S/
--------------------------------         --------------------------------------
Print Name: Laurie W. Matthews        Print Name: Roger O. West
                                      Executive Vice President


[SEAL]


ATTEST/WITNESS                        SunTrust Bank, Nashville, N. A. Trustee


    /S/                               By:   /S/
--------------------------------          -------------------------------------
Print Name: Gayle J. Nichols          Print Name: Gayle R. Pearl
                                                  Vice President & Trust Officer

(SEAL)

EXHIBIT 10.6

EXECUTIVE VARIABLE INCENTIVE COMPENSATION PLAN

1. PURPOSE OF THE PLAN.

The purpose of the Executive Variable Incentive Compensation Plan (the "Plan") is to maximize the efficiency and effectiveness of operations by providing significant incentive compensation opportunities to key executives. The Plan is intended to: (l) attract, retain and motivate key executives; (2) link compensation to performance; (3) shift part of future compensation expense from fixed to variable; and (4) reinforce the Company's objectives.

The Plan is designed to provide significant incentive compensation opportunities and presumes a market competitive base salary program. Incentive Awards made under the Plan are in addition to Base Salary and Base Salary adjustments awarded to maintain market competitiveness. The Plan is designed to reflect, by variable compensation, the degree to which executives, individually or collectively, contributed to the realization of the significant short term objectives of Healthcare Realty Trust Incorporated (the "Company").

2. DEFINITIONS; GENDER AND NUMBER.

2.1 DEFINITIONS.

Whenever used herein, the following terms shall have the respective meanings set forth below:

"BASE SALARY" means, with respect to each Participant for a Plan Year, the base rate of compensation paid to a Participant by the Company for the Plan Year and excludes all other forms of compensation such as benefits, pension contributions and other cash payments, but does not exclude employee or employer contributions which are based upon an employee's deferral of compensation, such as a non-qualified deferred compensation arrangement or a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986.

"BOARD" means the Board of Directors of the Company or the Executive Committee of the Board of Directors or any other committee thereof as designated by the Board.

"COMPANY" means Healthcare Realty Trust Incorporated.

"COMPANY PERFORMANCE INDEX" means the percentage, or portion thereof, determined by the Compensation Committee to measure the degree of performance that the Compensation Committee attributes to the Payout Percentage achieved.

"COMPENSATION COMMITTEE" means the Compensation Committee as designated by the Board, all of the members of which shall be "disinterested persons" (within the meaning of Rule 16b-3 promulgated by the United States Securities Exchange Commission ("Rule 16b-3").

"FUNDS FROM OPERATIONS (FFO)" means net income (computed in accordance with generally accepted accounting principles), after determination of the Incentive Award pursuant to the Plan, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization.

EXECUTIVE VARIABLE INCENTIVE COMPENSATION PLAN -- Page 1

"FFO PER SHARE" means FFO for a Plan Year divided by the weighted average number of shares of common stock of the Company outstanding during such Plan Year.

"INCENTIVE AWARD" is the additional cash compensation, expressed as a percentage of Base Salary, received by Participants in the Plan when targeted performance results are attained. A Participant's Incentive Award shall be calculated as provided in Paragraph 8 of this Plan.

"INDIVIDUAL PERFORMANCE INDEX" means, in the case of a Participant other than the President, the percentage determined by the President to measure the degree the Participant achieved such Participant's Individual Performance Objectives for the Plan Year; or in the case of the President, the percentage determined by the Compensation Committee to measure the degree the President achieved the President's Individual Performance Objectives for the Plan Year.

"INDIVIDUAL PERFORMANCE OBJECTIVES" means, in the case of Participants other than the President, the objective goals established by the President to be achieved by the respective Participant during the course of the Plan Year; or, in the case of the President, the objective goals established by the Compensation Committee to be achieved by the President during the course of the Plan Year.

"PARTICIPANT" means an executive of the Company who is eligible to participate in the Plan and who has been designated a Participant by the Compensation Committee.

"PAYOUT PERCENTAGE" means, for the applicable Plan Year, the Target Dividend Payment for such Plan Year divided by the FFO per Share for such Plan Year.

"PERFORMANCE PERCENTAGE" means the percentage of each Participant's portion of the total Incentive Award to be based upon performance of the Company or of the individual, as applicable.

"PLAN" means this Executive Variable Incentive Compensation Plan.

"RESPONSIBILITY FACTOR PERCENTAGE" is the assigned responsibility factor expressed as a percentage to represent a Participant's level of responsibility for Company performance.

"TARGET DIVIDEND PAYMENT" means the annual targeted dividend payment determined on a weighted average per share basis of the common stock outstanding for the applicable Plan Year as determined by the Compensation Committee upon adoption of the Plan.

"YEAR" or "PLAN YEAR" means the Company's fiscal year.

2.2 GENDER AND NUMBER.

Except when otherwise indicated by the context, words in the masculine gender shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

3. ADMINISTRATION.

The Plan is administered by the Compensation Committee. The Compensation Committee has the sole authority to: (1) add Participants, (2) approve the Performance Percentages for each Participant, (3) approve the Responsibility Factor Percentage for each Participant, (4) approve the Company Performance

EXECUTIVE VARIABLE INCENTIVE COMPENSATION PLAN -- Page 2

Index, (5) approve the Target Dividends and (6) establish any rules or regulations relating to the Plan and to make any other determinations necessary to administer the Plan. All modifications or amendments to the Plan shall be approved by the Compensation Committee. All actions, determinations and decisions made by the Compensation Committee will be reviewed by the Board and, upon approval by the Board, will be final, conclusive and binding upon all parties concerned.

Any action or recommendation by the Compensation Committee will be based on a majority of those members verbally expressing their vote at a meeting of the Compensation Committee, or in writing without a meeting. No Participant may participate in any way in any decisions affecting his personal Incentive Award. Individuals serving as Compensation Committee members or Board members will not be liable in any way to any Participant or his designated beneficiaries as a result of decisions rendered in the proper administration of this Plan.

4. PARTICIPATION.

Employees eligible to participate in this Plan are those executives who have a major impact on the overall operations of the Company. Upon adoption of the Plan, the initial Participants shall be designated by action of the Compensation Committee. The Compensation Committee may add Participants to the Plan at any time.

Following adoption of the Plan, the Incentive Award calculation for Participants who have responsibility changes during the Plan Year or who enter or exit the Plan shall be modified to adjust for the time spent in each position of responsibility.

5. RESPONSIBILITY FACTOR PERCENTAGE.

Each Participant shall be assigned a Responsibility Factor Percentage which will be based on the Participant's level of responsibility and potential impact on corporate profitability. Assignments of Responsibility Factor Percentages shall be approved by the Compensation Committee. The Responsibility Factor Percentage for each of the Participants as of the Plan Year of adoption of this Plan shall be designated by action of the Compensation Committee.

Additional Participants in the Plan shall be approved by the Compensation Committee prior to the beginning of the Plan Year during which they are to become a Participant and will be added to the Plan, together with their respective Responsibility Factor Percentage and Performance Percentages, by action of the Compensation Committee.

Following adoption of the Plan, if a Participant changes positions during the Plan Year such that the Participant's Responsibility Factor Percentage changes, the calculation of the Incentive Award shall be prorated to reflect the time served in each position.

6. PERFORMANCE PERCENTAGE.

Each Participant shall be assigned Performance Percentages which shall determine the portion of his Incentive Award which shall be derived from Company performance and individual performance. The assignments of the Performance Percentages to the Participants as of the Plan Year of adoption shall be designated by action of the Compensation Committee.

EXECUTIVE VARIABLE INCENTIVE COMPENSATION PLAN -- Page 3

The Company Performance Index shall be determined by the Compensation Committee, and shall correspond to a Payout Percentage also determined by the Compensation Committee.

The President shall have the responsibility of establishing the Individual Performance Objectives of individual Participants, other than the President. The Compensation Committee shall have the responsibility of establishing the Individual Performance Objectives of the President. All Individual Performance Objectives will be reviewed for approval by the Compensation Committee and communicated to the Participants in order to allow them sufficient time to focus on these objectives. The President shall have the responsibility of determining the Individual Performance Index for a Participant, other than the President, for a Plan Year. The Compensation Committee shall have the responsibility of determining the Individual Performance Index for the President for a Plan Year.

7. ADJUSTMENTS.

In the event that the FFO of the Plan Year in which the Company has successfully completed an offering of its common stock for cash consideration is negatively affected, the effect to the FFO shall be considered as a basis for increasing the Company Performance Index applicable for such Plan Year.

The Compensation Committee shall have the discretion to increase the Incentive Awards to Participants with respect to the Plan Year and/or the succeeding Plan Years in the event that the Company exceeds the maximum amount as determined by the Compensation Committee or the Company successfully concludes an extraordinary transaction that, in the opinion of the Compensation Committee, is of significant value to the Company.

8. CALCULATION OF INCENTIVE AWARD.

The Incentive Award for a Participant for a Plan Year shall be (A) the sum of (i) the Company Performance Index multiplied by the Company portion of the Participant's Performance Percentage, and (ii) the Individual Performance Index multiplied by the individual portion of the Participant's Performance Percentage; multiplied by (B) the product of (i) the Participant's Responsibility Factor Percentage and (ii) the Participant's Base Salary.

9. PAYMENT OF INCENTIVE AWARD.

Incentive Awards shall be payable in cash as soon as practicable after the end of the Plan Year, following verification of the mathematical accuracy of the calculation of all Incentive Awards by the Company's external auditor and approval of the Compensation Committee.

The Company shall not be liable for payment of interest upon any Incentive Award.

EXECUTIVE VARIABLE INCENTIVE COMPENSATION PLAN -- Page 4

10. TERMINATION OF EMPLOYMENT

Participants who terminate employment voluntarily or are terminated for cause in accordance with the terms of their respective employment agreements shall forfeit their Incentive Awards for the entire Plan Year of termination. All other Participants who terminate during a Plan Year shall have their participation in Incentive Awards for the Plan Year of termination determined by multiplying (i) the amount of Incentive Award such Participant would have received had such Participant been employed by the Company for the entire Plan Year, by (ii) a fraction with a numerator equal to the number of days the Participant was employed during the Plan Year and a denominator of 365.

11. MISCELLANEOUS PROVISIONS.

11.1 NO TRANSFERS. No Incentive Awards payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any such attempted action shall be void and no such Incentive Award shall be in any manner liable for or subject to debts, contracts, liabilities, engagements, or torts of any Participants. If any Participant shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any Incentive Award payable under the Plan, then the Compensation Committee in its discretion may hold or apply such benefit or any part thereof to or for the benefit of such Participant or his beneficiary, spouse, children, blood relatives, or other dependents, or any of them, in such manner and in such proportions as the Compensation Committee may in its sole discretion consider proper.

11.2 EMPLOYMENT CONTRACTS. The Plan is not a contract of employment. Accordingly, neither the establishment of the Plan nor the awarding of any Incentive Awards under the Plan shall interfere with or limit, in any way, the rights of a Participant and the Company pursuant to written contracts of employment or the rights of the Company to terminate any Participant's employment, nor confer upon any Participant any right to continue in the employ of the Company, except as set forth in written contracts of employment between the Company and the Participant.

11.3 AMENDMENTS. The Compensation Committee may from time to time amend or modify the Plan, provided that no such action shall adversely affect Incentive Awards previously established in accordance with the Plan.

11.4 TAX WITHHOLDING. Payments under the Plan shall be subject to applicable federal, state, and local tax withholding requirements.

11.5 FUNDING. The Plan shall be unfunded. The Company shall not be required to segregate any assets to pay Incentive Awards. The liability of the Company to pay any Participant with respect to Incentive Awards shall be based solely upon the written provisions of the Plan; no such obligation shall be deemed to be secured by any pledge or encumbrance on any property of the Company.

EXECUTIVE VARIABLE INCENTIVE COMPENSATION PLAN -- Page 5

IN WITNESS WHEREOF, the Company has caused the Plan to be executed in its name and behalf on this 1st day of November, 1999 by its officers thereunto duly authorized.

HEALTHCARE REALTY TRUST
INCORPORATED

By: _______/S/_________________________
Name: David R. Emery
Title:  President and Chairman

EXECUTIVE VARIABLE INCENTIVE COMPENSATION PLAN -- Page 6

EXHIBIT "A"

ANNUAL INCENTIVE AWARD CALCULATION

The Incentive Award for a Participant for a Plan Year shall be (A) the sum of (i) the Company Performance Index multiplied by the Company portion of the Participant's Performance Percentage, and (ii) the Individual Performance Index multiplied by the individual portion of the Participant's Performance Percentage; multiplied by (B) the product of (i) the Participant's Responsibility Factor Percentage and (ii) the Participant's Base Salary.

Add the award percentages determined by evaluating Company and Individual Performance

(Company Performance Index X Company portion of the Participant's Performance %)
+ (Individual Performance Index X individual portion of the Participant's Performance %) = Award % (expressed as a decimal fraction)

                                   EXHIBIT "B"

           PAYOUT PERCENTAGE
           REQUIRED TO PAY                             COMPANY PERFORMANCE INDEX
           TARGET DIVIDEND

--------------------------------------------------------------------------------

                  95%                                              10%
                  94%                                              20%
                  93%                                              30%
                  92%                                              40%
                  91%                                              50%
                  90%                                              60%
                  89%                                              70%
                  88%                                              80%
                  87%                                              90%
                  86%                                              100%
                  85%                                              110%
                  84%                                              120%
                  83%                                              130%
                  82%                                              140%
                  81%                                              150%
                  80%                                              160%
                  <80%                                             170%

Payout Percentages for other than whole integers shall be prorated with the corresponding Company Performance Index. For Example, a Payout Percentage of 94.5% shall equate to a Company Performance Index of 15%.

                                TARGET DIVIDENDS
                                ----------------

PLAN YEAR                                   TARGET DIVIDEND
---------                                   ---------------
1994                                        1.7700
1995                                        1.8525
1996                                        1.9400
1997                                        2.0275
1998                                        2.1275
1999                                        2.2275
2000                                        2.3350
2001                                        2.4445
2002                                        2.5650
2003                                        2.6850

PARTICIPANTS              COMPANY          INDIVIDUAL        RESPONSIBILITY FACTOR
------------              -------          ----------        ---------------------
David R. Emery            80%              20%               100%

Roger O. West             80%              20%               100%

Timothy G. Wallace        80%              20%               100%

EXHIBIT 10.7

HEALTHCARE REALTY TRUST INCORPORATED

2000 EMPLOYEE STOCK PURCHASE PLAN

EFFECTIVE JANUARY 25, 2000

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

PREAMBLE

WHEREAS, Healthcare Realty Trust Incorporated (the "Company") established the Healthcare Realty Trust Incorporated 1995 Employee Stock Purchase Plan through which employees of the Company and its affiliates could purchase from the Company shares of its common stock;

WHEREAS, the Company wishes to continue to provide a plan through which employees of the Company and its affiliates may purchase Company common stock; and

WHEREAS, the Company intends that the new plan be an "employee stock purchase plan" within the meaning of section 423 of the Internal Revenue Code of 1986, and has designed the plan to conform to the provisions of Rule 16b-3 of the Exchange Act;

NOW, THEREFORE, the Company hereby establishes the Healthcare Realty Trust Incorporated 2000 Employee Stock Purchase Plan (the "Plan"):

ARTICLE I.
PURPOSE OF PLAN

The purpose of the Plan is to secure for the Company and its shareholders the benefits of the incentive inherent in the ownership of the Company's common stock by present and future employees of the Company and its Affiliates.

ARTICLE II.
DEFINITIONS

2.1 Affiliate. Each corporation that is designated as an Affiliate by the Company pursuant to Section 5.3.

2.2 Agreement. An agreement between a Participant and the Company or an Affiliate through which the Participant elects to exercise the Options granted to him hereunder and authorizes payment of the Option exercise price.

2.3 Board. The board of directors of the Company.

2.4 Code. The Internal Revenue Code of 1986, as amended.

2.5 Committee. The committee designated by the Board as the "compensation committee" or is otherwise designated by the Board to administer the Plan.

2.6 Company. Healthcare Realty Trust Incorporated and its successors and assigns.

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

2.7 Eligible Employee. An employee of the Company or an Affiliate, except for the following:

(a) An employee who has been employed by the Company or an Affiliate for less than 90 days.

(b) An employee whose customary employment is less than 20 hours per week.

(c) An employee whose customary employment is for five months or less in a calendar year.

(d) An employee who would own more than 5% of the total combined voting power of all classes of stock of the Company or an Affiliate at the time such employee would be granted an Option. For the purpose of determining if an employee owns more than 5% of such stock, he shall be deemed to own (i) any stock owned (directly or indirectly) by or for his brothers and sisters (whether by whole or half blood), spouse, ancestors or lineal descendants, (ii) any stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust of which such individual is a shareholder, partner or beneficiary in proportion to his interest in such corporation, partnership, estate or trust, and (iii) any stock the individual may purchase under an outstanding stock option.

2.8 Exchange Act. The Securities Exchange Act of 1934, as amended.

2.9 Exercise Date. The last day of each calendar quarter, which shall be March 31st, June 30th, September 30th and December 31st of each year.

2.10 Fair Market Value. On any given date, Fair Market Value shall be the applicable description below (unless, where appropriate, the Committee determines in good faith the fair market value of the Stock to be otherwise):

(a) If the Stock is traded on the New York Stock Exchange, Fair Market Value shall be the closing price of the Stock on such exchange on the trading day on which Fair Market Value is being determined, or on the next preceding day on which such Stock is traded if no Stock was traded on such trading day.

(b) If the Stock is not traded on the New York Stock Exchange, but is reported on the Nasdaq National Market System or another Nasdaq automated quotation system, and market information is published on a regular basis, then Fair Market Value shall be the closing price of the Stock, as so published, on the trading day on which Fair Market Value is being determined, or the closing price on the next preceding trading day on

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

which such prices were published if no Stock was traded on such trading day.

(c) If market information is not so published on a regular basis, then Fair Market Value shall be the average of the high bid and low asked prices of the Stock in the over-the-counter market during the trading period during which Fair Market Value is being determined or during the next preceding trading period in which such high bid and low asked prices were recorded, as reported by a generally accepted reporting service.

(d) If the Stock is not publicly traded, Fair Market Value shall be the value determined in good faith by the Committee or the Board, determined without regard to any restriction on the Stock, other than a restriction which by its terms will never lapse.

2.11 Grant Date. The first Grant Date shall be the date determined by the board of directors of the Company at the time the Plan is adopted. Thereafter, the Grant Date shall be the first day of each calendar year.

2.12 Option. The right that is granted hereunder to a Participant to purchase from the Company a stated number of shares of Stock at a stated exercise price.

2.13 Participant. An Eligible Employee who has elected to exercise an Option and participate in the Plan in accordance with Article 3.

2.14 Payroll Account. A bookkeeping account to which are added the amounts withheld on behalf of each Participant under regular payroll deductions authorized by Participants hereunder, and which is reduced by amounts due to the Company to pay the exercise price of Options exercised hereunder.

2.15 Plan. The Healthcare Realty Trust Incorporated 2000 Employee Stock Purchase Plan.

2.16 Stock. The common stock of the Company, $0.01 par value.

ARTICLE III.
GRANT AND EXERCISE OF OPTIONS

3.1 General Conditions. On each Grant Date, each employee who is an Eligible Employee on such date shall, without further action of the Committee, be granted an Option to purchase whole shares of Stock, provided that no Eligible Employee may be granted an Option which permits his rights to purchase Stock under the Plan and all other employee stock purchase plans (described in section 423(b) of the Code) of the Company and its Affiliates to accrue at a rate that exceeds $25,000 of Fair Market Value of such Stock (determined on the date that the Option is granted) for each calendar year in which such Option is outstanding at any time. Each Option grant is subject to the following terms and conditions:

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

(a) The exercise price of each Option shall be 85% of Fair Market Value of each share of Stock that is subject to the Option, based on the Stock's Fair Market Value that is determined on the Grant Date or, if less, on the date the Option is exercised.

(b) Each Option, or portion thereof, that has not been exercised shall expire 27 months after the Grant Date on which the Option was granted, unless it expires sooner pursuant to
Section 3.1(c).

(c) Each Option that has not yet expired pursuant to Section 3.1(b) shall expire on the date that the Eligible Employee terminates employment with the Company and all of its Affiliates or revokes his election pursuant to Section 3.4; provided, however, if termination is due to the death or disability (as determined in the discretion of the Committee by reference to any disability benefit plan of the Company) of the Eligible Employee, the Participant (or his personal representative) may elect to revoke his election pursuant to
Section 3.4.

(d) A right to purchase Stock which has accrued under one Option granted hereunder may not be carried over to any other Option.

3.2 Right to Exercise. An Option shall be exercisable at any time prior to its expiration in a manner described in Section 3.3. An Eligible Employee must exercise an Option while he is an employee of the Company or an Affiliate or within the periods that are specified herein after termination of employment.

3.3 Method of Exercise. An Eligible Employee may exercise an Option only on an Exercise Date by providing written notice of intent to exercise prior to or coincident with the applicable Exercise Date and by payment of the exercise price in cash or such other form that is acceptable to the Committee. An Eligible Employee may also elect to exercise an Option through a Payroll Account election described in Section 3.4.

3.4 Payment of Exercise Price from Payroll Account. An Eligible Employee who desires to pay the exercise price of an Option from his Payroll Account as described in Section 3.3 must timely execute an Agreement in the form and manner prescribed by the Committee prior to the applicable Exercise Date. The Agreement shall provide for authorization of deductions from the Eligible Employee's regular payroll that is credited to a Payroll Account. Amounts credited to a Participant's Payroll Account shall be accumulated and reserved for payment of the exercise price of Options granted hereunder.

(a) The funds held in the Payroll Account shall first be applied to exercise options with the lowest exercise price. In the event that all Options have the same exercise price on an Exercise Date, the funds held in the Payroll Account shall be first applied to exercise Options in the order they were granted

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

(b) A Participant may initiate, modify or revoke his election to contribute to his Payroll Account at any time by timely providing the Committee written notice in the form prescribed by the Committee. An election to begin or modify contributions shall be effective on the February 8th or August 8th that coincides with or next follows such written notice with the exception of a Participant's initial election in the year the Plan is adopted, which may be submitted and effective as late as March 8, 2000. An election to revoke contributions shall be effective on the first payroll date following written notice thereof.

(c) Each Participant's election specified under an Agreement shall remain in effect until modified or revoked by the Participant in accordance with Section 3.4(b).

(d) The Options granted hereunder for the calendar years 2000 and 2001 are conditioned on the Eligible Employee revoking the Option granted to him on January 1, 2000, under the Healthcare Realty Trust Incorporated 1995 Employee Stock Purchase Plan. Such revocation may be evidenced by written notice to the Company or by the exercise of an Option hereunder in a manner specified in Section 3.3

3.5 Issuance of Stock. The Company shall issue whole shares of Stock to a Participant after each Exercise Date. For Options that are not exercised through a Payroll Account election, the number of shares to be issued shall be determined by the instructions contained in the written notice of exercise described in Section 3.2. For shares acquired through a Payroll Account election, shares shall be issued as follows:

(a) The Company shall determine the number of whole shares of Stock to be issued to each Participant with respect to an Exercise Date by dividing the balance of such Participant's Payroll Account by the applicable exercise price of the Option.

(b) The Company shall deduct from a Participant's Payroll Account the amount necessary to purchase the greatest number of whole shares of Stock that can be acquired under the applicable Option.

(c) Any amounts remaining in the Payroll Account after deducting the exercise price for whole shares of Stock shall generally be held for use on a subsequent Exercise Date. However, a Participant who has made contributions to a Payroll Account and has revoked his election to exercise an Option under the terms of Section 3.3 may obtain payment of the amounts held in his Payroll Account from the Company by requesting such payment in writing to the Committee in the time and manner specified by the Committee. A Participant who has terminated

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

employment shall be paid any amounts remaining in his Payroll Account after the expiration of all Options hereunder.

3.6 Nontransferability. Any Option granted under this Plan shall not be transferable except by will or by the laws of descent and distribution. Only the Participant to whom an Option is granted may exercise such Option, unless he is deceased. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation or liability of such Participant.

3.7 Shareholder Rights. No Participant shall have any rights as a shareholder with respect to shares subject to his Option prior to the time that such Option is exercised.

3.8 Issuance and Delivery of Shares. Shares of Stock issued pursuant to the exercise of Options hereunder shall be delivered to Participants by the Company (or its transfer agent) as soon as administratively feasible after a Participant exercises an Option hereunder, executes any applicable shareholder agreement that the Company requires at the time of exercise and requests delivery of the shares.

ARTICLE IV.
STOCK SUBJECT TO PLAN

4.1 Source of Shares. Upon the exercise of an Option, the Company may deliver to the Participant authorized but unissued shares of Stock.

4.2 Maximum Number of Shares. The maximum aggregate number of shares of Stock that may be issued pursuant to the exercise of Options is 1,000,000 subject to increases and adjustments as provided in Article 6.

4.3 Forfeitures. If an Option is terminated, in whole or in part, the number of shares of Stock allocated to such Option or portion thereof may be reallocated to other Options to be granted under this Plan.

ARTICLE V.
ADMINISTRATION OF THE PLAN

5.1 General Authority. The Plan shall be administered by the Committee. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. No member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Agreement or Option. The Company shall bear all expenses of Plan administration. The interpretation and construction by the Committee of any terms or provisions of this Plan or of any rule or regulation promulgated in connection herewith, shall be conclusive and binding on all persons. In addition to all other authority vested with the Committee under the Plan, the Committee shall have complete authority to:

(a) Interpret all provisions of this Plan;

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

(b) Prescribe the form of any Agreement and notice and manner for executing or giving the same;

(c) Adopt, amend, and rescind rules for Plan administration; and

(d) Make all determinations it deems advisable for the administration of this Plan.

5.2 Persons Subject to Section 16(b). Notwithstanding anything in the Plan to the contrary, the Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are members of the Committee subject to Section 16(b) of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants.

5.3 Designation of Affiliates. The Company may from time to time designate a "parent corporation," as defined in section 424(e) of the Code, or "subsidiary corporation," as defined in section 424(f) of the Code, to be a participating corporation in a manner that is consistent with Treasury Regulation ss. 1.423-2(c)(4). Corporations that are so designated shall be Affiliates for purposes of this Plan. Such designation shall be evidenced by the express inclusion of the corporation as an Affiliate within Section 2.1, the intentional act of the Company or the Committee to communicate in writing the grant of Options hereunder to employees of a corporation, or such other written document that is intended to evidence such designation. The Company or Committee may rescind the designation of a corporation as an Affiliate by adopting a writing that is intended to evidence such rescission.

ARTICLE VI.
ADJUSTMENT UPON CORPORATE CHANGES

6.1 Adjustments to Shares. The maximum number and kind of shares of stock with respect to which Options hereunder may be granted and which are the subject of outstanding Options shall be adjusted by way of increase or decrease as the Committee determines (in its sole discretion) to be appropriate, in the event that:

(a) the Company or an Affiliate effects one or more stock dividends, stock splits, reverse stock splits, subdivisions, consolidations or other similar events;

(b) the Company or an Affiliate engages in a transaction to which section 424 of the Code applies; or

(c) there occurs any other event which in the judgment of the Committee necessitates such action.

Provided, however, that if an event described in paragraph (a) or (b) occurs, the Committee shall make adjustments to the limits on Options and on the award of Options specified hereunder that are proportionate to the modifications of the Stock that are on account of such corporate changes.

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

6.2 Substitution of Options on Merger or Acquisition. The Committee may grant Options in substitution for stock awards, stock options, stock appreciation rights or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction to which section 424(a) of the Code applies. The terms of such substituted Options shall be determined by the Committee in its sole discretion, subject only to the limitations of Article 4.

6.3 No Preemptive Rights. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Options.

6.4 Fractional Shares. Only whole shares of Stock may be acquired through the exercise of an Option. The Company will return to each Participant's Payroll Account any amount tendered in the exercise of an Option remaining after the maximum number of whole shares has been purchased.

ARTICLE VII.
LEGAL COMPLIANCE CONDITIONS

7.1 General. No Option shall be exercisable, no Stock shall be issued, no certificates for shares of Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all federal and state laws and regulations (including, without limitation, withholding tax requirements), federal and state securities laws and regulations and the rules of all national securities exchanges or self-regulatory organizations on which the Company's shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. No Option shall be exercisable, no Stock shall be issued, no certificate for shares shall be delivered and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from any regulatory bodies having jurisdiction over such matters.

7.2 Stock Holding Periods. In order for tax treatment under section 421(a) of the Code to apply to Stock acquired hereunder, the Participant is generally required to hold such shares of Stock for two years after the Grant Date of an Option through which shares of Stock were acquired and for one year after the transfer of Stock to the Participant. A person holding Stock acquired hereunder who disposes of shares prior to the expiration of such holding periods shall notify the Company of such disposition in writing.

7.3 Stock Legends. Any certificate issued to evidence shares of Stock for which an Option is exercised may bear such legends and statements as the Company or Committee may deem advisable to assure compliance with federal and state laws and regulations.

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

7.4 Representations by Participants. As a condition to the exercise of an Option, the Company may require a Participant to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares. At the option of the Company, a stop transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel was provided (concurred in by counsel for the Company) and stating that such transfer is not in violation of any applicable law or regulation may be stamped on the stock certificate in order to assure exemption from registration. The Committee may also require such other action or agreement by the Participants as may from time to time be necessary to comply with the federal and state securities laws. This provision shall not obligate the Company or any Affiliate to undertake registration of options or stock hereunder.

ARTICLE VIII.
GENERAL PROVISIONS

8.1 Effect on Employment. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any employee any right to continue in the employ of the Company or an Affiliate or in any way affect any right and power of the Company or an Affiliate to terminate the employment of any employee at any time with or without assigning a reason therefor.

8.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon contractual obligations that may be created hereunder. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

8.3 Rules of Construction. Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The masculine gender when used herein refers to both masculine and feminine. The reference to any statute, regulation or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

8.4 Governing Law. The internal laws of the state of incorporation of the Company shall apply to all matters arising under this Plan, to the extent that federal law does not apply.

8.5 Compliance With Section 16 of the Exchange Act. With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of this Plan or action by Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee.

8.6 Amendment. The Board may amend or terminate this Plan at any time; provided, however, an amendment that would have a material adverse effect on the rights of a Participant

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

under an outstanding Option is not valid with respect to such Option without the Participant's consent, except as necessary for Options to maintain qualification under the Code; and provided further that, to the extent that such approval is required for compliance with Rule 16b-3 of the Exchange Act, the provisions of the Plan relating to the number of shares granted to persons subject to section 16(b) of the Exchange Act, the timing of such grants and the determination of the exercise price shall not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, or the rules thereunder. Provided further that the shareholders of the Company must, within 12 months before of after the adoption thereof, approve any amendment that increases the number of shares of Stock in the aggregate which may be issued pursuant to Options granted under the Plan.

8.7 Effective Date of Plan. This Plan shall be effective and Options may be granted under this Plan on and after the date of its adoption by the Board, provided that no Option will be effective or exercisable unless and until this Plan is approved by shareholders of the Company in a manner that satisfies Treasury Regulation ss. 1.423-2 within 12 months of the date that the Board took action to adopt the Plan. All Options granted under the Plan will become void immediately following the 12-month anniversary of the date the Board adopted the Plan if such approval by shareholders has not yet been obtained.

IN WITNESS WHEREOF, the undersigned officer has executed this Plan on this the 7th day of February, 2000.

HEALTHCARE REALTY TRUST
INCORPORATED

/s/ Roger O. West
-------------------------------------------
Roger O. West
Executive Vice President & General Counsel

HEALTHCARE REALTY TRUST INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN

EXHIBIT 10.9

HEALTHCARE REALTY TRUST
INCORPORATED

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2000 ("Effective Date") by and between HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation ("Corporation"), and David R. Emery ("Officer").

RECITAL

Corporation desires to employ Officer as its President and Chief Executive Officer and Officer is willing to accept such employment by Corporation, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

THE PARTIES AGREE AS FOLLOWS:

1. DUTIES. During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its President and Chief Executive Officer, and Corporation agrees to employ and retain Officer in such capacities. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform the duties of such positions. Officer shall report only to Corporation's Board of Directors and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as President and Chief Executive Officer. Officer's principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. TERM OF EMPLOYMENT.

2.1 DEFINITIONS. For purposes of this Agreement the following terms shall have the following meanings:

(a) "TERMINATION FOR CAUSE" shall mean termination by Corporation of Officer's employment by Corporation by reason of Officer's material, substantial and willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, Corporation or by reason of Officer's material, substantial and willful breach of this Agreement which has resulted in material injury to Corporation. For purposes of this Agreement, a termination of Officer's employment with the Corporation shall be deemed a Termination Other Than For Cause rather than a Termination For Cause unless and until established by Corporation to the contrary by a final, nonappealable decision by a court of competent jurisdiction. The Corporation shall have the burden of establishing that any termination of Officer's employment by Corporation is a Termination For Cause.

(b) "TERMINATION OTHER THAN FOR CAUSE" shall mean any termination by Corporation of Officer's employment by Corporation (other than in a Termination for Cause) and shall include Constructive Termination of Officer's employment, effective upon notice from Officer to Corporation of such Constructive Termination. A failure or refusal of Corporation to extend the term of employment of Officer in accordance with Section 2.2 hereof, other than as a result of circumstances which would warrant a Termination of Cause hereunder, shall be deemed a Termination Other Than For Cause.

(c) "VOLUNTARY TERMINATION" shall mean termination by Officer of Officer's employment by Corporation other than (i) Constructive Termination as described in subsection 2.1(g), (ii) "Termination Upon a Change in Control,"
(iii) termination by reason of Officer's death or disability as described in

Sections 2.5 and 2.6 and (iv) termination by reason of retirement by Officer upon attainment of eligibility to retire in accordance with the Executive Retirement Plan as in effect upon the date of this Agreement.

(d) "TERMINATION UPON A CHANGE IN CONTROL" shall mean a termination by Officer of Officer's employment with Corporation within 24 months following a "Change in Control."

(e) "CHANGE IN CONTROL" shall mean (i) the time that Corporation first determines that any person and all other persons who constitute a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act")) have acquired direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20 percent or more of Corporation's outstanding securities, unless a majority of the "Continuing Directors" approves the acquisition not later than ten business days after Corporation makes that determination, or (ii) the first day on which a majority of the members of Corporation's Board of Directors are not "Continuing Directors."

(f) "CONTINUING DIRECTORS" shall mean, as of any date of determination, any member of the Board of Directors of Corporation who (i) was a member of that Board of Directors on January l, 1993, (ii) has been a member of that Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (x) a majority of Continuing Directors who were members of the Board at the time of such nomination or election or (y) at least four Continuing Directors.

(g) "CONSTRUCTIVE TERMINATION" shall mean (i) any material breach of this Agreement by Corporation; (ii) any actual or implied threat of discharge of Officer by Corporation under circumstances which would not constitute a Termination for Cause and which results in an involuntary resignation of employment by Officer; (iii) any substantial reduction in the authority or responsibility of Officer or other substantial reduction in the terms and conditions of Officer's employment under circumstances which would not justify a Termination for Cause and which are not the result of a material breach by Officer of this Agreement; (iv) any act(s) by Corporation which are designed or have the effect of rendering Officer's working conditions so intolerable or demeaning on a recurring basis that a reasonable person would resign such employment, (v) a material adverse alteration in Officer's reporting relationships, position, responsibilities, title or status; (vi) a reduction in Officer's compensation or a substantial reduction in benefits provided to Officer that are provided for or referenced hereunder; (vii) relocation of Officer to a location that is more than 35 miles from the location of the Corporation's headquarters on the date this Agreement is executed.

(h) "DEFERRED COMPENSATION" or "deferred compensation" shall mean any individual or group plan, program, agreement or other arrangement, whether or not a "plan" for purposes of the Employee Retirement Income Security Act of 1974 ("ERISA") and whether or not a retirement plan or supplemental executive retirement plan or additional retirement plan as contemplated by
Section 3.11 of the Agreement, but which in any event involves an agreement by the Corporation to make payment(s) to Officer at a future date as compensation for current services to the Corporation. The term Deferred Compensation or deferred compensation shall include, but not be limited to, benefits described in the Healthcare Realty Trust Incorporated Executive Retirement Plan, the 1993 Employees Stock Incentive Plan and the First Performance Based Restricted Stock Implementation under the 1993 Employees Stock Incentive Plan, or any additional implementation thereof, each as it now exists or may hereafter be amended.

2.2 BASIC TERM. The term of employment of Officer by Corporation shall be from January 1, 1999 through December 31, 2004, unless terminated earlier pursuant to this Section 2. Commencing in 2000, on the first day of January of each year, the first sentence of this Section 2.2 shall be amended by deleting the year then appearing therein and inserting in its place the next subsequent year.

2.3 TERMINATION FOR CAUSE. Termination For Cause may be effected by Corporation at any time during the term of this Agreement and shall be effected by written notification to Officer. Upon Termination For Cause, Officer immediately shall be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance

with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.4 TERMINATION OTHER THAN FOR CAUSE. Notwithstanding anything else in this Agreement, Corporation may effect a Termination Other Than For Cause at any time upon giving written notice to Officer of such termination. Upon any Termination Other Than For Cause, Officer shall immediately be paid all accrued salary, bonus compensation to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 TERMINATION BY REASON OF DISABILITY. If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer's employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation to the extent earned, deferred compensation, whether or not vested without regard to such illness or incapacity (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue through the expiration of this Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Notwithstanding the foregoing, any Officer who incurs a Disability within the contemplation of the Executive Retirement Plan shall accrue such additional post-disability, post-termination benefits as may be determined in accordance with such Plan.

2.6 DEATH. In the event of Officer's death during the term of this Agreement, Officer's employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer's estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 VOLUNTARY TERMINATION. In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.8 TERMINATION UPON A CHANGE IN CONTROL OR RETIREMENT. In the event of (i) a Termination Upon a Change in Control or (ii) retirement by Officer upon attainment of eligibility to retire in accordance with the Executive Retirement Plan as in effect upon the date of this Agreement, Officer shall immediately be paid all accrued salary, bonus compensation to the extent earned through the date of termination, including compensation that was earned and deferred, whether or not vested without regard to the Change in Control (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.1, but no other compensation or reimbursement of any kind.

2.9 NOTICE OF TERMINATION. Corporation may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Officer of such termination. Officer may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 60 days written notice to Corporation of such termination.

2.10 DETERMINATION OF BENEFIT UPON EARLY PAYMENT. In the event a Participant's deferred compensation benefit becomes vested in accordance with Sections 2.4, 2.5, 2.6 or 2.8, Officer shall have the following rights and Corporation shall take appropriate action to amend or modify its compensation arrangements in order to cause:

(a) any deferred compensation under the Corporation's 1993 Employees Stock Incentive Plan shall be effected by an immediate full vesting of any awards granted to Officer under the Corporation's 1993 Employee Stock Incentive Plan, and any implementation thereof; and an immediate release and full vesting of awards that have been reserved by the Corporation for Officer under the Corporation's 1993 Employee Stock Incentive Plan, and any implementation thereof, or otherwise, such release and vesting to be made within a reasonable time after the relevant event;

(b) any deferred compensation payable under a nonqualified defined contribution plan shall be made available for payment within an administratively practicable time after the relevant event, in an amount equal to the then-current book account balance; and

(c) any deferred compensation payable under a nonqualified defined benefit plan shall be made available for payment within an administratively practicable time after the relevant event in an amount equal to the greater of (i) the benefit, if any, otherwise determined in accordance with the relevant plan, or (ii) the present value of the then-accrued benefit, determined by reducing the accrued benefit from age 65 to the date as of which payment is made, using the actuarial assumptions which have been used for financial accounting purposes under generally accepted accounting principles.

3. SALARY, BENEFITS AND BONUS COMPENSATION.

3.1 BASE SALARY. As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of
Section 2, Corporation agrees to pay to Officer a "Base Salary" for the 12 calendar months beginning January 1, 1999 at the rate of $425,000 per annum payable in 24 equal semi-monthly installments. The Base Salary for each year (or portion thereof) beginning January 1, 2000 shall be determined by the Compensation Committee of the Board of Directors (the "Compensation Committee") which shall authorize an increase in Officer's Base Salary in an amount which, at a minimum, shall be equal to the cumulative cost-of-living increment on the Base Salary as reported in the "Consumer Price Index, Nashville, Tennessee, All Items," published by the U.S. Department of Labor. Officer's Base Salary shall be reviewed annually by the Compensation Committee.

3.2 BONUSES. Officer shall be eligible to receive a bonus for each year (or portion thereof) during the term of this Agreement and any extensions thereof, with the actual amount of any such bonus to be determined by the Compensation Committee in accordance with the Corporation's Executive Variable Incentive Plan. All such bonuses shall be payable within 45 days after the end of the year to which such bonus relates. All such bonuses shall be reviewed annually by the Compensation Committee.

3.3 ADDITIONAL BENEFITS. During the term of this Agreement, Officer shall be entitled to the following fringe benefits:

(a) OFFICER BENEFITS. Officer shall be eligible to participate in such of Corporation's benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of the Corporation, including, without limitation, Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof, profit sharing plans, annual physical examinations, dental and medical plans, personal catastrophe and disability insurance, financial planning, retirement plans and supplementary executive retirement plans, if any. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer's employment with the Corporation will be deemed to have commenced on January 1, 1993.

(b) VACATION. Officer shall be entitled to six weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

(c) LIFE INSURANCE. For the term of this Agreement and any extensions thereof, Corporation shall at its expense procure and keep in effect term life insurance on the life of Officer, payable to such beneficiaries as Officer may from time to time designate, in the aggregate amount of $2,000,000.00. Such policy shall be owned by Officer or by a member of his immediate family.

(d) REIMBURSEMENT FOR EXPENSES. During the term of this Agreement, Corporation shall reimburse Officer for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by Officer in connection with his duties under this Agreement.

4. SEVERANCE COMPENSATION.

4.1 SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION UPON A CHANGE IN CONTROL. In the event Officer's employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), through the remaining term of this Agreement and any extensions thereof, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise. Notwithstanding anything in this Section 4.1 to the contrary, Officer may in Officer's sole discretion, by delivery of a notice to Corporation within 30 days following a Termination Upon a Change in Control, elect to receive from Corporation a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to Officer pursuant to this
Section 4.1. However, in no event shall payment pursuant to this Section 4.1 be less than three times Base Salary as defined herein for the applicable period. Such present value shall be determined as of the date of delivery of the notice of election by Officer and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If Officer elects to receive a lump sum severance payment, Corporation shall make such payment to Officer within 10 days following the date on which Officer notifies Corporation of Officer's election. In addition to the severance payment payable under this Section 4.1, Officer shall be paid an amount equal to: (i) three times the average annual bonus earned by Officer in the two years immediately preceding the date of termination, and (ii) the average annual incentive amount actually earned by Officer during the two years prior to the severance. Officer shall also receive (i) full vesting of any awards granted to Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof; and (ii) an immediate release of awards that have been reserved by

the Corporation for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof, or otherwise, and full vesting of such awards. Officer shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, including any perquisites provided under this Agreement, through the remaining term of this Agreement; provided, however, that the benefits under any such plans of the Corporation in which Officer is a participant, including any such perquisites, shall cease upon re-employment by a new employer.

4.2 SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE. In the event Officer's employment is terminated in a Termination Other Than for Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of three years from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. Notwithstanding anything in this Section 4.2 to the contrary, Officer may in Officer's sole discretion, by delivery of a notice to Corporation within 30 days following a Termination Other Than for Cause, elect to receive from Corporation a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to Officer pursuant to this Section 4.2. However, in no event shall payment pursuant to this Section 4.2 be less than three times Base Salary as defined herein for the applicable period. Such present value shall be determined as of the date of delivery of the notice of election by Officer and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If Officer elects to receive a lump sum severance payment, Corporation shall make such payment to Officer within ten days following the date on which Officer notifies Corporation of Officer's election. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to two times the average annual bonus earned by Officer in the two years immediately preceding the date of termination and Officer shall also receive (i) full vesting of any awards granted to Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof; and (ii) an immediate release of awards that have been reserved for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof, or otherwise, and full vesting of such awards. Officer shall be entitled to accelerated vesting of any Accrued Benefit under each Deferred Compensation plan. Notwithstanding the foregoing, continued benefit accrual shall not apply in the case of any tax-qualified retirement plan if such accrual would adversely affect the tax-qualified status of such plan; provided, however, that the benefit which would otherwise have been contributed by the Corporation to the account of the Officer in any tax-qualified defined contribution and the single sum value of the benefit plan shall be paid by the Corporation to the Officer as each such contribution or benefit would have been made or accrued, as applicable, assuming that the Officer had remained employed on a full-time basis with a rate of pay equal to his Base Salary. In the case of a Termination Other Than for Cause by reason of the disability of the Participant, and if the Participant is retired for Disability under the Executive Retirement Plan, then the Officer will continue to accrue benefits as provided in the Executive Retirement Plan at the time he incurs his Disability, notwithstanding any subsequent nonsubstantial employment.

4.3 NO SEVERANCE COMPENSATION UPON OTHER TERMINATION. In the event of a Voluntary Termination, Termination For Cause, termination by reason of Officer's disability pursuant to Section 2.5, or termination by reason of Officer's death pursuant to Section 2.6, Officer or his estate shall not be paid any severance compensation and shall receive only the benefits as provided in the appropriate section of Article II applicable to the respective termination.

4.4 ADDITIONAL PAYMENTS DUE TO CHANGE IN CONTROL.

(a) Gross Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of Employee as a result of a "change in control," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), involving the Corporation or its affiliates (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section
4.4 (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Officer with respect to such excise tax (such excise tax, together

with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Officer shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Officer of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Tax Opinion. Subject to the provisions of Section 4.4(c), all determinations required to be made under this Section 4.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Corporation (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Officer unless it delivers to Officer a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Officer's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Officer. All fees and expenses of the Tax Firm shall be borne solely by the Corporation. Within 15 business days of the receipt of notice from Officer that there has been a Payment, or such earlier time as is requested by the Corporation, the Tax Firm shall make all determinations required under this Section 4.4, shall provide to the Corporation and Officer a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Officer. Any Gross-Up Payment, as determined pursuant to this Section 4.4, shall be paid by the Corporation to Officer within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 4.4, any determination by the Tax Firm shall be binding upon the Corporation and Officer; provided, however, that Officer shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 4.4(c) that Officer is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of Officer. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Officer shall be provided a reasonable opportunity to review such determinations with Tax Firm and Officer's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Officer's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

(c) Notice of IRS Claim. Officer shall notify the Corporation in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 30 calendar days after Officer actually receives notice in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of Officer to notify the Corporation of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to Officer under this
Section 4.4 except to the extent that the Corporation is materially prejudiced in the defense of such claim as a direct result of such failure. Officer shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies Officer in writing prior to the expiration of such period that it desires to contest such claim, Officer shall do all of the following:

I. give the Corporation any information reasonably requested by the Corporation relating to such claim;

II. take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Corporation and reasonably acceptable to Officer;

III. cooperate with the Corporation in good faith in order effectively to contest such claim;

IV. if the Corporation elects not to assume and control the defense of such claim, permit the Corporation to participate in any proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Officer harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this
Section 4.4, the Corporation shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct Officer to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Officer agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs Officer to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to Officer, on an interest-free basis and shall indemnify and hold Officer harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Officer with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Corporation's right to assume the defense of and control the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Officer shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) Right to Tax Refund. If, after the receipt by Officer of an amount advanced by the Corporation pursuant to Section 4.4, Officer becomes entitled to receive any refund with respect to such claim, Officer shall
(subject to the Corporation's complying with the requirements of Section 4.4(c)) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Officer of an amount advanced by the Corporation pursuant to Section 4.4(c), a determination is made that Officer is not entitled to a refund with respect to such claim and the Corporation does not notify Officer in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall, to the extent of such denial, be forgiven and shall not be required to be repaid and the amount of forgiven advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. NON-COMPETITION; DISCLOSURE OF INVESTMENTS. During the term of this Agreement, including the period, if any, during which Officer shall be entitled to severance compensation pursuant to Section 4.2, Officer shall not engage in any activity competitive with the Corporation. Simultaneously with Officer's execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer's investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the outstanding class of such securities. Notwithstanding any provision herein to the contrary, the restrictions and covenants of this Section 5 shall not apply in the event of a Termination Upon a Change in Control.

6. MISCELLANEOUS.

6.1 Payment Obligations. Corporation's obligation to pay Officer the compensation and to make the arrangements provided herein shall be unconditional, and Officer shall have no obligation whatsoever to mitigate damages hereunder. If litigation after a Change in Control shall be brought to enforce or interpret any provision contained herein, Corporation, to the extent permitted by applicable law and the Corporation's Articles of Incorporation and Bylaws, hereby indemnifies Officer for Officer's reasonable attorneys' fees and disbursements incurred in such litigation.

6.2 CONFIDENTIALITY. Officer agrees that all confidential and proprietary information relating to the business of Corporation shall be kept and treated as confidential both during and after the term of this Agreement, except as may be permitted in writing by Corporation's Board of Directors or as such information is within the public domain or comes within the public domain without any breach of this Agreement.

6.3 WAIVER. The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

6.4 ENTIRE AGREEMENT; MODIFICATIONS. Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

6.5 NOTICES. All notices and other communications under this Agreement shall be in writing and shall be given by telegraph or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 12 hours after transmission of a telegram to the respective persons named below:

If to Corporation:

Healthcare Realty Trust Incorporated
3310 West End Avenue
Nashville, Tennessee 37203

Phone: (615) 269-8175
Fax: (615) 269-8122

If to Officer:

Mr. David R. Emery
108 Bonaventure Place
Nashville, Tennessee 37205

Any party may change such party's address for notices by notice duly give pursuant to this Section 6.5.

6.6 HEADINGS. The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

6.7 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

6.8 ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association, the selected arbitrators may grant equitable relief. Each party shall pay the fees of the arbitrator selected by him and of his own attorneys, and the expenses of his witnesses and all other expenses connected with the presentation of his case. The cost of the arbitration including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees and costs shall be borne equally by the parties. To the extent that Officer prevails with respect to any portion of an arbitration award, Officer shall be reimbursed by the

Corporation for the costs and expenses incurred by Officer in connection with the arbitration in an amount proportionate to the award to Officer as compared to the amount in dispute.

6.9 SEVERABILITY. Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, and all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

6.10 SURVIVAL OF CORPORATION'S OBLIGATIONS. Corporation's obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to the Corporation. This Agreement shall not be terminated by any merger or consolidation or other reorganization of the Corporation. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Corporation (except to an affiliate of the Corporation in which event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.

6.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

6.12 WITHHOLDINGS. All compensation and benefits to Officer hereunder shall be reduced only by all federal, state, local and other withholdings and similar taxes and payments that are required by applicable law. Except as otherwise specifically agreed by Officer, no other offsets or withholdings shall apply to reduce the payment of compensation and benefits hereunder.

6.13 INDEMNIFICATION. In addition to any rights to indemnification to which Officer is entitled to under the Corporation's Articles of Incorporation and Bylaws, Corporation shall indemnify Officer at all times during and after the term of this Agreement to the maximum extent permitted under Section 2-418 of the General Corporation Law of the State of Maryland or any successor provision thereof and any other applicable state law, and shall pay Officer's expenses in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

CORPORATION:
HEALTHCARE REALTY TRUST INCORPORATED

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President
Date:  November 1, 1999

OFFICER:

/S/
---------------------------------------------------
David R. Emery
Date: November 1, 1999

EXHIBIT 10.10

HEALTHCARE REALTY TRUST
INCORPORATED

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2000 ("Effective Date") by and between HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation ("Corporation"), and Roger O. West ("Officer").

RECITAL

Corporation desires to employ Officer as its Executive Vice President and General Counsel and Officer is willing to accept such employment by Corporation, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

THE PARTIES AGREE AS FOLLOWS:

1. DUTIES. During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President and General Counsel, and Corporation agrees to employ and retain Officer in such capacities. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform the duties of such positions. Officer shall report only to Corporation's Board of Directors and/or President and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Executive Vice President and General Counsel. Officer's principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. TERM OF EMPLOYMENT.

2.1 DEFINITIONS. For purposes of this Agreement the following terms shall have the following meanings:

(a) "TERMINATION FOR CAUSE" shall mean termination by Corporation of Officer's employment by Corporation by reason of Officer's material, substantial and willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, Corporation or by reason of Officer's material, substantial and willful breach of this Agreement which has resulted in material injury to Corporation. For purposes of this Agreement, a termination of Officer's employment with the Corporation shall be deemed a Termination Other Than For Cause rather than a Termination For Cause unless and until established by Corporation to the contrary by a final, nonappealable decision by a court of competent jurisdiction. The Corporation shall have the burden of establishing that any termination of Officer's employment by Corporation is a Termination For Cause.

(b) "TERMINATION OTHER THAN FOR CAUSE" shall mean any termination by Corporation of Officer's employment by Corporation (other than in a Termination for Cause) and shall include Constructive Termination of Officer's employment, effective upon notice from Officer to Corporation of such Constructive Termination. A failure or refusal of Corporation to extend the term of employment of Officer in accordance with Section 2.2 hereof, other than as a result of circumstances which would warrant a Termination of Cause hereunder, shall be deemed a Termination Other Than For Cause.

(c) "VOLUNTARY TERMINATION" shall mean termination by Officer of Officer's employment by Corporation other than (i) Constructive Termination as described in subsection 2.1(g), (ii)

"Termination Upon a Change in Control," (iii) termination by reason of Officer's death or disability as described in Sections 2.5 and 2.6 and (iv) termination by reason of retirement by Officer upon attainment of eligibility to retire in accordance with the Executive Retirement Plan as in effect upon the date of this Agreement.

(d) "TERMINATION UPON A CHANGE IN CONTROL" shall mean a termination by Officer of Officer's employment with Corporation within 24 months following a "Change in Control."

(e) "CHANGE IN CONTROL" shall mean (i) the time that Corporation first determines that any person and all other persons who constitute a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act")) have acquired direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20 percent or more of Corporation's outstanding securities, unless a majority of the "Continuing Directors" approves the acquisition not later than ten business days after Corporation makes that determination, or (ii) the first day on which a majority of the members of Corporation's Board of Directors are not "Continuing Directors."

(f) "CONTINUING DIRECTORS" shall mean, as of any date of determination, any member of the Board of Directors of Corporation who (i) was a member of that Board of Directors on January l, 1993, (ii) has been a member of that Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (x) a majority of Continuing Directors who were members of the Board at the time of such nomination or election or (y) at least four Continuing Directors.

(g) "CONSTRUCTIVE TERMINATION" shall mean (i) any material breach of this Agreement by Corporation; (ii) any actual or implied threat of discharge of Officer by Corporation under circumstances which would not constitute a Termination for Cause and which results in an involuntary resignation of employment by Officer; (iii) any substantial reduction in the authority or responsibility of Officer or other substantial reduction in the terms and conditions of Officer's employment under circumstances which would not justify a Termination for Cause and which are not the result of a material breach by Officer of this Agreement; (iv) any act(s) by Corporation which are designed or have the effect of rendering Officer's working conditions so intolerable or demeaning on a recurring basis that a reasonable person would resign such employment, (v) a material adverse alteration in Officer's reporting relationships, position, responsibilities, title or status; (vi) a reduction in Officer's compensation or a substantial reduction in benefits provided to Officer that are provided for or referenced hereunder; (vii) relocation of Officer to a location that is more than 35 miles from the location of the Corporation's headquarters on the date this Agreement is executed.

(h) "DEFERRED COMPENSATION" or "deferred compensation" shall mean any individual or group plan, program, agreement or other arrangement, whether or not a "plan" for purposes of the Employee Retirement Income Security Act of 1974 ("ERISA") and whether or not a retirement plan or supplemental executive retirement plan or additional retirement plan as contemplated by
Section 3.11 of the Agreement, but which in any event involves an agreement by the Corporation to make payment(s) to Officer at a future date as compensation for current services to the Corporation. The term Deferred Compensation or deferred compensation shall include, but not be limited to, benefits described in the Healthcare Realty Trust Incorporated Executive Retirement Plan, the 1993 Employees Stock Incentive Plan and the First Performance Based Restricted Stock Implementation under the 1993 Employees Stock Incentive Plan, or any additional implementation thereof, each as it now exists or may hereafter be amended.

2.2 BASIC TERM. The term of employment of Officer by Corporation shall be from January 1, 1999 through December 31, 2004, unless terminated earlier pursuant to this Section 2. Commencing in 2000, on the first day of January of each year, the first sentence of this Section 2.2 shall be amended by deleting the year then appearing therein and inserting in its place the next subsequent year.

2.3 TERMINATION FOR CAUSE. Termination For Cause may be effected by Corporation at any time during the term of this Agreement and shall be effected by written notification to Officer. Upon Termination For Cause, Officer immediately shall be paid all accrued salary, bonus compensation to the extent earned, vested

deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.4 TERMINATION OTHER THAN FOR CAUSE. Notwithstanding anything else in this Agreement, Corporation may effect a Termination Other Than For Cause at any time upon giving written notice to Officer of such termination. Upon any Termination Other Than For Cause, Officer shall immediately be paid all accrued salary, bonus compensation to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 TERMINATION BY REASON OF DISABILITY. If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer's employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation to the extent earned, deferred compensation, whether or not vested without regard to such illness or incapacity (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue through the expiration of this Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Notwithstanding the foregoing, any Officer who incurs a Disability within the contemplation of the Executive Retirement Plan shall accrue such additional post-disability, post-termination benefits as may be determined in accordance with such Plan.

2.6 DEATH. In the event of Officer's death during the term of this Agreement, Officer's employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer's estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 VOLUNTARY TERMINATION. In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.8 TERMINATION UPON A CHANGE IN CONTROL OR RETIREMENT. In the event of (i) a Termination Upon a Change in Control or (ii) retirement by Officer upon attainment of eligibility to retire in accordance with the Executive Retirement Plan as in effect upon the date of this Agreement, Officer shall immediately be paid all accrued salary, bonus compensation to the extent earned through the date of termination, including compensation that was earned and deferred, whether or not vested without regard to the Change in Control (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.1, but no other compensation or reimbursement of any kind.

2.9 NOTICE OF TERMINATION. Corporation may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Officer of such termination. Officer may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 60 days written notice to Corporation of such termination.

2.10 DETERMINATION OF BENEFIT UPON EARLY PAYMENT. In the event a Participant's deferred compensation benefit becomes vested in accordance with Sections 2.4, 2.5, 2.6 or 2.8, Officer shall have the following rights and Corporation shall take appropriate action to amend or modify its compensation arrangements in order to cause:

(a) any deferred compensation under the Corporation's 1993 Employees Stock Incentive Plan shall be effected by an immediate full vesting of any awards granted to Officer under the Corporation's 1993 Employee Stock Incentive Plan, and any implementation thereof; and an immediate release and full vesting of awards that have been reserved by the Corporation for Officer under the Corporation's 1993 Employee Stock Incentive Plan, and any implementation thereof, or otherwise, such release and vesting to be made within a reasonable time after the relevant event;

(b) any deferred compensation payable under a nonqualified defined contribution plan shall be made available for payment within an administratively practicable time after the relevant event, in an amount equal to the then-current book account balance; and

(c) any deferred compensation payable under a nonqualified defined benefit plan shall be made available for payment within an administratively practicable time after the relevant event in an amount equal to the greater of (i) the benefit, if any, otherwise determined in accordance with the relevant plan, or (ii) the present value of the then-accrued benefit, determined by reducing the accrued benefit from age 65 to the date as of which payment is made, using the actuarial assumptions which have been used for financial accounting purposes under generally accepted accounting principles.

3. SALARY, BENEFITS AND BONUS COMPENSATION.

3.1 BASE SALARY. As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of
Section 2, Corporation agrees to pay to Officer a "Base Salary" for the 12 calendar months beginning January 1, 1999 at the rate of $275,000 per annum payable in 24 equal semi-monthly installments. The Base Salary for each year (or portion thereof) beginning January 1, 2000 shall be determined by the Compensation Committee of the Board of Directors (the "Compensation Committee") which shall authorize an increase in Officer's Base Salary in an amount which, at a minimum, shall be equal to the cumulative cost-of-living increment on the Base Salary as reported in the "Consumer Price Index, Nashville, Tennessee, All Items," published by the U.S. Department of Labor. Officer's Base Salary shall be reviewed annually by the Compensation Committee.

3.2 BONUSES. Officer shall be eligible to receive a bonus for each year (or portion thereof) during the term of this Agreement and any extensions thereof, with the actual amount of any such bonus to be determined by the Compensation Committee in accordance with the Corporation's Executive Variable Incentive Plan. All such bonuses shall be payable within 45 days after the end of the year to which such bonus relates. All such bonuses shall be reviewed annually by the Compensation Committee.

3.3 ADDITIONAL BENEFITS. During the term of this Agreement, Officer shall be entitled to the following fringe benefits:

(a) OFFICER BENEFITS. Officer shall be eligible to participate in such of Corporation's benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of the Corporation, including, without limitation, Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof,, profit sharing plans, annual physical examinations, dental and medical plans, personal catastrophe and disability insurance, financial planning, retirement plans and supplementary executive retirement plans, if any. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer's employment with the Corporation will be deemed to have commenced on May 1, 1994.

(b) VACATION. Officer shall be entitled to six weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

(c) LIFE INSURANCE. For the term of this Agreement and any extensions thereof, Corporation shall at its expense procure and keep in effect term life insurance on the life of Officer, payable to such beneficiaries as Officer may from time to time designate, in the aggregate amount of $1,500,000. Such policy shall be owned by Officer or by a member of his immediate family.

(d) REIMBURSEMENT FOR EXPENSES. During the term of this Agreement, Corporation shall reimburse Officer for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by Officer in connection with his duties under this Agreement.

4. SEVERANCE COMPENSATION.

4.1 SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION UPON A CHANGE IN CONTROL. In the event Officer's employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), through the remaining term of this Agreement and any extensions thereof, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise. Notwithstanding anything in this Section 4.1 to the contrary, Officer may in Officer's sole discretion, by delivery of a notice to Corporation within 30 days following a Termination Upon a Change in Control, elect to receive from Corporation a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to Officer pursuant to this
Section 4.1. However, in no event shall payment pursuant to this Section 4.1 be less than three times Base Salary as defined herein for the applicable period. Such present value shall be determined as of the date of delivery of the notice of election by Officer and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If Officer elects to receive a lump sum severance payment, Corporation shall make such payment to Officer within 10 days following the date on which Officer notifies Corporation of Officer's election. In addition to the severance payment payable under this Section 4.1, Officer shall be paid an amount equal to: (i) three times the average annual bonus earned by Officer in the two years immediately preceding the date of termination, and (ii) the average annual incentive amount actually earned by Officer during the two years prior to the severance. Officer shall also receive (i) full vesting of any awards granted to Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof; and (ii) an immediate release of awards that have been reserved by

the Corporation for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof, or otherwise, and full vesting of such awards. Officer shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, including any perquisites provided under this Agreement, through the remaining term of this Agreement; provided, however, that the benefits under any such plans of the Corporation in which Officer is a participant, including any such perquisites, shall cease upon re-employment by a new employer.

4.2 SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE. In the event Officer's employment is terminated in a Termination Other Than for Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of three years from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. Notwithstanding anything in this Section 4.2 to the contrary, Officer may in Officer's sole discretion, by delivery of a notice to Corporation within 30 days following a Termination Other Than for Cause, elect to receive from Corporation a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to Officer pursuant to this Section 4.2. However, in no event shall payment pursuant to this Section 4.2 be less than three times Base Salary as defined herein for the applicable period. Such present value shall be determined as of the date of delivery of the notice of election by Officer and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If Officer elects to receive a lump sum severance payment, Corporation shall make such payment to Officer within ten days following the date on which Officer notifies Corporation of Officer's election. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to two times the average annual bonus earned by Officer in the two years immediately preceding the date of termination and Officer shall also receive (i) full vesting of any awards granted to Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof; and (ii) an immediate release of awards that have been reserved for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof, or otherwise, and full vesting of such awards. Officer shall be entitled to accelerated vesting of any Accrued Benefit under each Deferred Compensation plan. Notwithstanding the foregoing, continued benefit accrual shall not apply in the case of any tax-qualified retirement plan if such accrual would adversely affect the tax-qualified status of such plan; provided, however, that the benefit which would otherwise have been contributed by the Corporation to the account of the Officer in any tax-qualified defined contribution and the single sum value of the benefit plan shall be paid by the Corporation to the Officer as each such contribution or benefit would have been made or accrued, as applicable, assuming that the Officer had remained employed on a full-time basis with a rate of pay equal to his Base Salary. In the case of a Termination Other Than for Cause by reason of the disability of the Participant, and if the Participant is retired for Disability under the Executive Retirement Plan, then the Officer will continue to accrue benefits as provided in the Executive Retirement Plan at the time he incurs his Disability, notwithstanding any subsequent nonsubstantial employment.

4.3 NO SEVERANCE COMPENSATION UPON OTHER TERMINATION. In the event of a Voluntary Termination, Termination For Cause, termination by reason of Officer's disability pursuant to Section 2.5, or termination by reason of Officer's death pursuant to Section 2.6, Officer or his estate shall not be paid any severance compensation and shall receive only the benefits as provided in the appropriate section of Article II applicable to the respective termination.

4.4 ADDITIONAL PAYMENTS DUE TO CHANGE IN CONTROL.

(a) Gross Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of Employee as a result of a "change in control," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), involving the Corporation or its affiliates (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section
4.4 (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Officer with respect to such excise tax (such excise tax, together

with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Officer shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Officer of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Tax Opinion. Subject to the provisions of Section 4.4(c), all determinations required to be made under this Section 4.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Corporation (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Officer unless it delivers to Officer a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Officer's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Officer. All fees and expenses of the Tax Firm shall be borne solely by the Corporation. Within 15 business days of the receipt of notice from Officer that there has been a Payment, or such earlier time as is requested by the Corporation, the Tax Firm shall make all determinations required under this Section 4.4, shall provide to the Corporation and Officer a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Officer. Any Gross-Up Payment, as determined pursuant to this Section 4.4, shall be paid by the Corporation to Officer within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 4.4, any determination by the Tax Firm shall be binding upon the Corporation and Officer; provided, however, that Officer shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 4.4(c) that Officer is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of Officer. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Officer shall be provided a reasonable opportunity to review such determinations with Tax Firm and Officer's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Officer's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

(c) Notice of IRS Claim. Officer shall notify the Corporation in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 30 calendar days after Officer actually receives notice in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of Officer to notify the Corporation of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to Officer under this
Section 4.4 except to the extent that the Corporation is materially prejudiced in the defense of such claim as a direct result of such failure. Officer shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies Officer in writing prior to the expiration of such period that it desires to contest such claim, Officer shall do all of the following:

I. give the Corporation any information reasonably requested by the Corporation relating to such claim;

II. take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Corporation and reasonably acceptable to Officer;

III. cooperate with the Corporation in good faith in order effectively to contest such claim;

IV. if the Corporation elects not to assume and control the defense of such claim, permit the Corporation to participate in any proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Officer harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this
Section 4.4, the Corporation shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct Officer to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Officer agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs Officer to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to Officer, on an interest-free basis and shall indemnify and hold Officer harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Officer with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Corporation's right to assume the defense of and control the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Officer shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) Right to Tax Refund. If, after the receipt by Officer of an amount advanced by the Corporation pursuant to Section 4.4, Officer becomes entitled to receive any refund with respect to such claim, Officer shall
(subject to the Corporation's complying with the requirements of Section 4.4(c)) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Officer of an amount advanced by the Corporation pursuant to Section 4.4(c), a determination is made that Officer is not entitled to a refund with respect to such claim and the Corporation does not notify Officer in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall, to the extent of such denial, be forgiven and shall not be required to be repaid and the amount of forgiven advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. NON-COMPETITION; DISCLOSURE OF INVESTMENTS. During the term of this Agreement, including the period, if any, during which Officer shall be entitled to severance compensation pursuant to Section 4.2, Officer shall not engage in any activity competitive with the Corporation. Simultaneously with Officer's execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer's investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the outstanding class of such securities. Notwithstanding any provision herein to the contrary, the restrictions and covenants of this Section 5 shall not apply in the event of a Termination Upon a Change in Control.

6. MISCELLANEOUS.

6.1 Payment Obligations. Corporation's obligation to pay Officer the compensation and to make the arrangements provided herein shall be unconditional, and Officer shall have no obligation whatsoever to mitigate damages hereunder. If litigation after a Change in Control shall be brought to enforce or interpret any provision contained herein, Corporation, to the extent permitted by applicable law and the Corporation's Articles of Incorporation and Bylaws, hereby indemnifies Officer for Officer's reasonable attorneys' fees and disbursements incurred in such litigation.

6.2 CONFIDENTIALITY. Officer agrees that all confidential and proprietary information relating to the business of Corporation shall be kept and treated as confidential both during and after the term of this Agreement, except as may be permitted in writing by Corporation's Board of Directors or as such information is within the public domain or comes within the public domain without any breach of this Agreement.

6.3 WAIVER. The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

6.4 ENTIRE AGREEMENT; MODIFICATIONS. Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

6.5 NOTICES. All notices and other communications under this Agreement shall be in writing and shall be given by telegraph or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 12 hours after transmission of a telegram to the respective persons named below:

If to Corporation:

Healthcare Realty Trust Incorporated
3310 West End Avenue
Nashville, Tennessee 37203

Phone: (615) 269-8175
Fax: (615) 269-8122

If to Officer:

Mr. Roger O. West
9014 Split Log Road
Brentwood, Tennessee 37027

Any party may change such party's address for notices by notice duly give pursuant to this Section 6.5.

6.6 HEADINGS. The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

6.7 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

6.8 ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association, the selected arbitrators may grant equitable relief. Each party shall pay the fees of the arbitrator selected by him and of his own attorneys, and the expenses of his witnesses and all other expenses connected with the presentation of his case. The cost of the arbitration including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees and costs shall be borne equally by the parties. To the extent that Officer prevails with respect to any portion of an arbitration award, Officer shall be reimbursed by the

Corporation for the costs and expenses incurred by Officer in connection with the arbitration in an amount proportionate to the award to Officer as compared to the amount in dispute.

6.9 SEVERABILITY. Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, and all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

6.10 SURVIVAL OF CORPORATION'S OBLIGATIONS. Corporation's obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to the Corporation. This Agreement shall not be terminated by any merger or consolidation or other reorganization of the Corporation. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Corporation (except to an affiliate of the Corporation in which event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.

6.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

6.12 WITHHOLDINGS. All compensation and benefits to Officer hereunder shall be reduced only by all federal, state, local and other withholdings and similar taxes and payments that are required by applicable law. Except as otherwise specifically agreed by Officer, no other offsets or withholdings shall apply to reduce the payment of compensation and benefits hereunder.

6.13 INDEMNIFICATION. In addition to any rights to indemnification to which Officer is entitled to under the Corporation's Articles of Incorporation and Bylaws, Corporation shall indemnify Officer at all times during and after the term of this Agreement to the maximum extent permitted under Section 2-418 of the General Corporation Law of the State of Maryland or any successor provision thereof and any other applicable state law, and shall pay Officer's expenses in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

CORPORATION:

HEALTHCARE REALTY TRUST INCORPORATED

By:              /S/
   ------------------------------------------------
   Name   David R. Emery
   Title: President and Chairman
   Date:  November 1, 1999

OFFICER:

/S/
---------------------------------------------------
Roger O. West
Date: November 1, 1999

EXHIBIT 10.11

HEALTHCARE REALTY TRUST
INCORPORATED

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2000 ("Effective Date") by and between HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation ("Corporation"), and Timothy G. Wallace ("Officer").

RECITAL

Corporation desires to employ Officer as its Executive Vice President - Chief Financial Officer and Officer is willing to accept such employment by Corporation, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

THE PARTIES AGREE AS FOLLOWS:

1. DUTIES. During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President - Chief Financial Officer, and Corporation agrees to employ and retain Officer in such capacities. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform the duties of such positions. Officer shall report only to Corporation's Board of Directors and/or President and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Executive Vice President - Chief Financial Officer. Officer's principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. TERM OF EMPLOYMENT.

2.1 DEFINITIONS. For purposes of this Agreement the following terms shall have the following meanings:

(a) "TERMINATION FOR CAUSE" shall mean termination by Corporation of Officer's employment by Corporation by reason of Officer's material, substantial and willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, Corporation or by reason of Officer's material, substantial and willful breach of this Agreement which has resulted in material injury to Corporation. For purposes of this Agreement, a termination of Officer's employment with the Corporation shall be deemed a Termination Other Than For Cause rather than a Termination For Cause unless and until established by Corporation to the contrary by a final, nonappealable decision by a court of competent jurisdiction. The Corporation shall have the burden of establishing that any termination of Officer's employment by Corporation is a Termination For Cause.

(b) "TERMINATION OTHER THAN FOR CAUSE" shall mean any termination by Corporation of Officer's employment by Corporation (other than in a Termination for Cause) and shall include Constructive Termination of Officer's employment, effective upon notice from Officer to Corporation of such Constructive Termination. A failure or refusal of Corporation to extend the term of employment of Officer in accordance with Section 2.2 hereof, other than as a result of circumstances which would warrant a Termination of Cause hereunder, shall be deemed a Termination Other Than For Cause.

(c) "VOLUNTARY TERMINATION" shall mean termination by Officer of Officer's employment by Corporation other than (i) Constructive Termination as described in subsection 2.1(g), (ii)

"Termination Upon a Change in Control," (iii) termination by reason of Officer's death or disability as described in Sections 2.5 and 2.6 and (iv) termination by reason of retirement by Officer upon attainment of eligibility to retire in accordance with the Executive Retirement Plan as in effect upon the date of this Agreement.

(d) "TERMINATION UPON A CHANGE IN CONTROL" shall mean a termination by Officer of Officer's employment with Corporation within 24 months following a "Change in Control."

(e) "CHANGE IN CONTROL" shall mean (i) the time that Corporation first determines that any person and all other persons who constitute a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act")) have acquired direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20 percent or more of Corporation's outstanding securities, unless a majority of the "Continuing Directors" approves the acquisition not later than ten business days after Corporation makes that determination, or (ii) the first day on which a majority of the members of Corporation's Board of Directors are not "Continuing Directors."

(f) "CONTINUING DIRECTORS" shall mean, as of any date of determination, any member of the Board of Directors of Corporation who (i) was a member of that Board of Directors on January l, 1993, (ii) has been a member of that Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (x) a majority of Continuing Directors who were members of the Board at the time of such nomination or election or (y) at least four Continuing Directors.

(g) "CONSTRUCTIVE TERMINATION" shall mean (i) any material breach of this Agreement by Corporation; (ii) any actual or implied threat of discharge of Officer by Corporation under circumstances which would not constitute a Termination for Cause and which results in an involuntary resignation of employment by Officer; (iii) any substantial reduction in the authority or responsibility of Officer or other substantial reduction in the terms and conditions of Officer's employment under circumstances which would not justify a Termination for Cause and which are not the result of a material breach by Officer of this Agreement; (iv) any act(s) by Corporation which are designed or have the effect of rendering Officer's working conditions so intolerable or demeaning on a recurring basis that a reasonable person would resign such employment, (v) a material adverse alteration in Officer's reporting relationships, position, responsibilities, title or status; (vi) a reduction in Officer's compensation or a substantial reduction in benefits provided to Officer that are provided for or referenced hereunder; (vii) relocation of Officer to a location that is more than 35 miles from the location of the Corporation's headquarters on the date this Agreement is executed.

(h) "DEFERRED COMPENSATION" or "deferred compensation" shall mean any individual or group plan, program, agreement or other arrangement, whether or not a "plan" for purposes of the Employee Retirement Income Security Act of 1974 ("ERISA") and whether or not a retirement plan or supplemental executive retirement plan or additional retirement plan as contemplated by
Section 3.11 of the Agreement, but which in any event involves an agreement by the Corporation to make payment(s) to Officer at a future date as compensation for current services to the Corporation. The term Deferred Compensation or deferred compensation shall include, but not be limited to, benefits described in the Healthcare Realty Trust Incorporated Executive Retirement Plan, the 1993 Employees Stock Incentive Plan and the First Performance Based Restricted Stock Implementation under the 1993 Employees Stock Incentive Plan, or any additional implementation thereof, each as it now exists or may hereafter be amended.

2.2 BASIC TERM. The term of employment of Officer by Corporation shall be from January 1, 1999 through December 31, 2004, unless terminated earlier pursuant to this Section 2. Commencing in 2000, on the first day of January of each year, the first sentence of this Section 2.2 shall be amended by deleting the year then appearing therein and inserting in its place the next subsequent year.

2.3 TERMINATION FOR CAUSE. Termination For Cause may be effected by Corporation at any time during the term of this Agreement and shall be effected by written notification to Officer. Upon Termination For Cause, Officer immediately shall be paid all accrued salary, bonus compensation to the extent earned, vested

deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.4 TERMINATION OTHER THAN FOR CAUSE. Notwithstanding anything else in this Agreement, Corporation may effect a Termination Other Than For Cause at any time upon giving written notice to Officer of such termination. Upon any Termination Other Than For Cause, Officer shall immediately be paid all accrued salary, bonus compensation to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 TERMINATION BY REASON OF DISABILITY. If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer's employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation to the extent earned, deferred compensation, whether or not vested without regard to such illness or incapacity (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue through the expiration of this Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Notwithstanding the foregoing, any Officer who incurs a Disability within the contemplation of the Executive Retirement Plan shall accrue such additional post-disability, post-termination benefits as may be determined in accordance with such Plan.

2.6 DEATH. In the event of Officer's death during the term of this Agreement, Officer's employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer's estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 VOLUNTARY TERMINATION. In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.8 TERMINATION UPON A CHANGE IN CONTROL OR RETIREMENT. In the event of (i) a Termination Upon a Change in Control or (ii) retirement by Officer upon attainment of eligibility to retire in accordance with the Executive Retirement Plan as in effect upon the date of this Agreement, Officer shall immediately be paid all accrued salary, bonus compensation to the extent earned through the date of termination, including compensation that was earned and deferred, whether or not vested without regard to the Change in Control (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans (including accelerated release and full vesting of shares reserved for Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.1, but no other compensation or reimbursement of any kind.

2.9 NOTICE OF TERMINATION. Corporation may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Officer of such termination. Officer may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 60 days written notice to Corporation of such termination.

2.10 DETERMINATION OF BENEFIT UPON EARLY PAYMENT. In the event a Participant's deferred compensation benefit becomes vested in accordance with Sections 2.4, 2.5, 2.6 or 2.8, Officer shall have the following rights and Corporation shall take appropriate action to amend or modify its compensation arrangements in order to cause :

(a) any deferred compensation under the Corporation's 1993 Employees Stock Incentive Plan shall be effected by an immediate full vesting of any awards granted to Officer under the Corporation's 1993 Employee Stock Incentive Plan, and any implementation thereof; and an immediate release and full vesting of awards that have been reserved by the Corporation for Officer under the Corporation's 1993 Employee Stock Incentive Plan, and any implementation thereof, or otherwise, such release and vesting to be made within a reasonable time after the relevant event;

(b) any deferred compensation payable under a nonqualified defined contribution plan shall be made available for payment within an administratively practicable time after the relevant event, in an amount equal to the then-current book account balance; and

(c) any deferred compensation payable under a nonqualified defined benefit plan shall be made available for payment within an administratively practicable time after the relevant event in an amount equal to the greater of (i) the benefit, if any, otherwise determined in accordance with the relevant plan, or (ii) the present value of the then-accrued benefit, determined by reducing the accrued benefit from age 65 to the date as of which payment is made, using the actuarial assumptions which have been used for financial accounting purposes under generally accepted accounting principles.

3. SALARY, BENEFITS AND BONUS COMPENSATION.

3.1 BASE SALARY. As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of
Section 2, Corporation agrees to pay to Officer a "Base Salary" for the 12 calendar months beginning January 1, 1999 at the rate of $275,000 per annum payable in 24 equal semi-monthly installments. The Base Salary for each year (or portion thereof) beginning January 1, 2000 shall be determined by the Compensation Committee of the Board of Directors (the "Compensation Committee") which shall authorize an increase in Officer's Base Salary in an amount which, at a minimum, shall be equal to the cumulative cost-of-living increment on the Base Salary as reported in the "Consumer Price Index, Nashville, Tennessee, All Items," published by the U.S. Department of Labor. Officer's Base Salary shall be reviewed annually by the Compensation Committee.

3.2 BONUSES. Officer shall be eligible to receive a bonus for each year (or portion thereof) during the term of this Agreement and any extensions thereof, with the actual amount of any such bonus to be determined by the Compensation Committee in accordance with the Corporation's Executive Variable Incentive Plan. All such bonuses shall be payable within 45 days after the end of the year to which such bonus relates. All such bonuses shall be reviewed annually by the Compensation Committee.

3.3 ADDITIONAL BENEFITS. During the term of this Agreement, Officer shall be entitled to the following fringe benefits:

(a) OFFICER BENEFITS. Officer shall be eligible to participate in such of Corporation's benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of the Corporation, including, without limitation, Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof,, profit sharing plans, annual physical examinations, dental and medical plans, personal catastrophe and disability insurance, financial planning, retirement plans and supplementary executive retirement plans, if any. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer's employment with the Corporation will be deemed to have commenced on January 1, 1993.

(b) VACATION. Officer shall be entitled to six weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

(c) LIFE INSURANCE. For the term of this Agreement and any extensions thereof, Corporation shall at its expense procure and keep in effect term life insurance on the life of Officer, payable to such beneficiaries as Officer may from time to time designate, in the aggregate amount of $1,500,000.00. Such policy shall be owned by Officer or by a member of his immediate family.

(d) REIMBURSEMENT FOR EXPENSES. During the term of this Agreement, Corporation shall reimburse Officer for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by Officer in connection with his duties under this Agreement.

4. SEVERANCE COMPENSATION.

4.1 SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION UPON A CHANGE IN CONTROL. In the event Officer's employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), through the remaining term of this Agreement and any extensions thereof, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise. Notwithstanding anything in this Section 4.1 to the contrary, Officer may in Officer's sole discretion, by delivery of a notice to Corporation within 30 days following a Termination Upon a Change in Control, elect to receive from Corporation a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to Officer pursuant to this
Section 4.1. However, in no event shall payment pursuant to this Section 4.1 be less than three times Base Salary as defined herein for the applicable period. Such present value shall be determined as of the date of delivery of the notice of election by Officer and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If Officer elects to receive a lump sum severance payment, Corporation shall make such payment to Officer within 10 days following the date on which Officer notifies Corporation of Officer's election. In addition to the severance payment payable under this Section 4.1, Officer shall be paid an amount equal to: (i) three times the average annual bonus earned by Officer in the two years immediately preceding the date of termination, and (ii) the average annual incentive amount actually earned by Officer during the two years prior to the severance. Officer

shall also receive (i) full vesting of any awards granted to Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof; and (ii) an immediate release of awards that have been reserved by the Corporation for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof, or otherwise, and full vesting of such awards. Officer shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, including any perquisites provided under this Agreement, through the remaining term of this Agreement; provided, however, that the benefits under any such plans of the Corporation in which Officer is a participant, including any such perquisites, shall cease upon re-employment by a new employer.

4.2 SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE. In the event Officer's employment is terminated in a Termination Other Than for Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of three years from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. Notwithstanding anything in this Section 4.2 to the contrary, Officer may in Officer's sole discretion, by delivery of a notice to Corporation within 30 days following a Termination Other Than for Cause, elect to receive from Corporation a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to Officer pursuant to this Section 4.2. However, in no event shall payment pursuant to this Section 4.2 be less than three times Base Salary as defined herein for the applicable period. Such present value shall be determined as of the date of delivery of the notice of election by Officer and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar publication), on the date of delivery of the election notice. If Officer elects to receive a lump sum severance payment, Corporation shall make such payment to Officer within ten days following the date on which Officer notifies Corporation of Officer's election. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to two times the average annual bonus earned by Officer in the two years immediately preceding the date of termination and Officer shall also receive (i) full vesting of any awards granted to Officer under Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof; and (ii) an immediate release of awards that have been reserved for Officer under the Corporation's 1993 Employees Stock Incentive Plan, and any implementation thereof, or otherwise, and full vesting of such awards. Officer shall be entitled to accelerated vesting of any Accrued Benefit under each Deferred Compensation plan. Notwithstanding the foregoing, continued benefit accrual shall not apply in the case of any tax-qualified retirement plan if such accrual would adversely affect the tax-qualified status of such plan; provided, however, that the benefit which would otherwise have been contributed by the Corporation to the account of the Officer in any tax-qualified defined contribution and the single sum value of the benefit plan shall be paid by the Corporation to the Officer as each such contribution or benefit would have been made or accrued, as applicable, assuming that the Officer had remained employed on a full-time basis with a rate of pay equal to his Base Salary. In the case of a Termination Other Than for Cause by reason of the disability of the Participant, and if the Participant is retired for Disability under the Executive Retirement Plan, then the Officer will continue to accrue benefits as provided in the Executive Retirement Plan at the time he incurs his Disability, notwithstanding any subsequent nonsubstantial employment.

4.3 NO SEVERANCE COMPENSATION UPON OTHER TERMINATION. In the event of a Voluntary Termination, Termination For Cause, termination by reason of Officer's disability pursuant to Section 2.5, or termination by reason of Officer's death pursuant to Section 2.6, Officer or his estate shall not be paid any severance compensation and shall receive only the benefits as provided in the appropriate section of Article II applicable to the respective termination.

4.4 ADDITIONAL PAYMENTS DUE TO CHANGE IN CONTROL.

(a) Gross Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of Employee as a result of a "change in control," as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), involving the Corporation or its affiliates (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional

payments required under this Section 4.4 (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Officer with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Officer shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Officer of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Tax Opinion. Subject to the provisions of Section 4.4(c), all determinations required to be made under this Section 4.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Corporation (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Officer unless it delivers to Officer a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Officer's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Officer. All fees and expenses of the Tax Firm shall be borne solely by the Corporation. Within 15 business days of the receipt of notice from Officer that there has been a Payment, or such earlier time as is requested by the Corporation, the Tax Firm shall make all determinations required under this Section 4.4, shall provide to the Corporation and Officer a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Officer. Any Gross-Up Payment, as determined pursuant to this Section 4.4, shall be paid by the Corporation to Officer within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 4.4, any determination by the Tax Firm shall be binding upon the Corporation and Officer; provided, however, that Officer shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 4.4(c) that Officer is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of Officer. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Officer shall be provided a reasonable opportunity to review such determinations with Tax Firm and Officer's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Officer's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

(c) Notice of IRS Claim. Officer shall notify the Corporation in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 30 calendar days after Officer actually receives notice in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of Officer to notify the Corporation of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to Officer under this
Section 4.4 except to the extent that the Corporation is materially prejudiced in the defense of such claim as a direct result of such failure. Officer shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies Officer in writing prior to the expiration of such period that it desires to contest such claim, Officer shall do all of the following:

I. give the Corporation any information reasonably requested by the Corporation relating to such claim;

II. take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Corporation and reasonably acceptable to Officer;

III. cooperate with the Corporation in good faith in order effectively to contest such claim;

IV. if the Corporation elects not to assume and control the defense of such claim, permit the Corporation to participate in any proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Officer harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this
Section 4.4, the Corporation shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct Officer to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Officer agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs Officer to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to Officer, on an interest-free basis and shall indemnify and hold Officer harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Officer with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Corporation's right to assume the defense of and control the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Officer shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) Right to Tax Refund. If, after the receipt by Officer of an amount advanced by the Corporation pursuant to Section 4.4, Officer becomes entitled to receive any refund with respect to such claim, Officer shall
(subject to the Corporation's complying with the requirements of Section 4.4(c)) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Officer of an amount advanced by the Corporation pursuant to Section 4.4(c), a determination is made that Officer is not entitled to a refund with respect to such claim and the Corporation does not notify Officer in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall, to the extent of such denial, be forgiven and shall not be required to be repaid and the amount of forgiven advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. NON-COMPETITION; DISCLOSURE OF INVESTMENTS. During the term of this Agreement, including the period, if any, during which Officer shall be entitled to severance compensation pursuant to Section 4.2, Officer shall not engage in any activity competitive with the Corporation. Simultaneously with Officer's execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer's investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the outstanding class of such securities. Notwithstanding any provision herein to the contrary, the restrictions and covenants of this Section 5 shall not apply in the event of a Termination Upon a Change in Control.

6. MISCELLANEOUS.

6.1 Payment Obligations. Corporation's obligation to pay Officer the compensation and to make the arrangements provided herein shall be unconditional, and Officer shall have no obligation whatsoever to mitigate damages hereunder. If litigation after a Change in Control shall be brought to enforce or interpret any provision contained herein, Corporation, to the extent permitted by applicable law and the Corporation's Articles of Incorporation and Bylaws, hereby indemnifies Officer for Officer's reasonable attorneys' fees and disbursements incurred in such litigation.

6.2 CONFIDENTIALITY. Officer agrees that all confidential and proprietary information relating to the business of Corporation shall be kept and treated as confidential both during and after the term of this Agreement, except as may be permitted in writing by Corporation's Board of Directors or as such information is within the public domain or comes within the public domain without any breach of this Agreement.

6.3 WAIVER. The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

6.4 ENTIRE AGREEMENT; MODIFICATIONS. Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

6.5 NOTICES. All notices and other communications under this Agreement shall be in writing and shall be given by telegraph or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 12 hours after transmission of a telegram to the respective persons named below:

If to Corporation:

Healthcare Realty Trust Incorporated
3310 West End Avenue
Nashville, Tennessee 37203

Phone: (615) 269-8175
Fax: (615) 269-8122

If to Officer:

Mr. Timothy G. Wallace
424 Maplewood Drive
Franklin, Tennessee 37064

Any party may change such party's address for notices by notice duly give pursuant to this Section 6.5.

6.6 HEADINGS. The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

6.7 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

6.8 ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association, the selected arbitrators may grant equitable relief. Each party shall pay the fees of the arbitrator selected by him and of his own attorneys, and the expenses of his witnesses and all other expenses connected with the presentation of his case. The cost of the arbitration including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees and costs shall be borne equally by the parties. To the extent that Officer prevails with respect to any portion of an arbitration award, Officer shall be reimbursed by the

Corporation for the costs and expenses incurred by Officer in connection with the arbitration in an amount proportionate to the award to Officer as compared to the amount in dispute.

6.9 SEVERABILITY. Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, and all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

6.10 SURVIVAL OF CORPORATION'S OBLIGATIONS. Corporation's obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to the Corporation. This Agreement shall not be terminated by any merger or consolidation or other reorganization of the Corporation. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Corporation (except to an affiliate of the Corporation in which event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.

6.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

6.12 WITHHOLDINGS. All compensation and benefits to Officer hereunder shall be reduced only by all federal, state, local and other withholdings and similar taxes and payments that are required by applicable law. Except as otherwise specifically agreed by Officer, no other offsets or withholdings shall apply to reduce the payment of compensation and benefits hereunder.

6.13 INDEMNIFICATION. In addition to any rights to indemnification to which Officer is entitled to under the Corporation's Articles of Incorporation and Bylaws, Corporation shall indemnify Officer at all times during and after the term of this Agreement to the maximum extent permitted under Section 2-418 of the General Corporation Law of the State of Maryland or any successor provision thereof and any other applicable state law, and shall pay Officer's expenses in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

CORPORATION:

HEALTHCARE REALTY TRUST INCORPORATED

By:              /S/
   ------------------------------------------------
   Name:  David R. Emery
   Title: President and Chairman
   Date:  November 1, 1999

OFFICER:

By:              /S/
   ------------------------------------------------
Timothy G. Wallace
Date: November 1, 1999

EXHIBIT 10.15

AMENDMENT NO. 2
TERM LOAN CREDIT AGREEMENT

THIS AMENDMENT NO. 2 dated as of January 14, 2000 (the "Amendment") to the Term Loan Credit Agreement referenced below, is by and among HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation, and CAPSTONE CAPITAL CORPORATION, a Maryland corporation, as Borrowers, the banks identified therein and BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.), as Administrative Agent. Terms used but not otherwise defined shall have the meaning provided in the Term Loan Credit Agreement.

WITNESSETH

WHEREAS, a $200 million term loan facility, consisting of a $187.4 million Tranche A Term Loan to Healthcare Realty Trust Incorporated ("HRT") and a $12.6 million Tranche B Term Loan to Capstone Capital Corporation ("CCT", and together with HRT, the "Borrowers"), was established pursuant to the terms of that Credit Agreement dated as of October 15, 1998 (as amended and modified, the "Term Loan Credit Agreement") among HRT and CCT, as Borrowers, the banks identified therein, and NationsBank, N.A., (now known as Bank of America, N.A.), as Administrative Agent;

WHEREAS, approximately $113,700,000 remains outstanding on the Tranche A Term Loan and the Tranche B Term Loan has been paid;

WHEREAS, HRT has requested extension of the Tranche A Term Loan and certain other modifications to the Term Loan Credit Agreement;

WHEREAS, the Banks have agreed to the requested extension and modifications on the terms and conditions set forth herein;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The Term Loan Credit Agreement is amended and modified in the following respects:

1.1 The Tranche A Maturity Date is extended to April 14, 2000.

1.2 The definition of "Applicable Percentage" in Section 1.1 of the Term Loan Credit Agreement is amended to read as follows:

"Applicable Percentage" means, for any day, a per annum rate equal to (a) in the case of Eurodollar Loans, 2.00% and (b) in the case of Base Rate Loans, 1.00%.

2. The parties hereto agree that if on March 14, 2000 Bank of America, N.A. holds more than $25 million of the aggregate principal amount of the Tranche A Term Loan, then (a) the Applicable Percentage for Eurodollar Loans shall be increased to 2.50% and (b) the Applicable Percentage for Base Rate Loans shall be increased to 1.50%, in each case, on and from such date.

3. This Amendment shall be effective upon execution hereof by the Banks and the Borrowers.

4. HRT covenants and agrees that, within five (5) days following the date of this Amendment, it will pay to the Agent, for the ratable benefit of the Banks holding the Tranche A Term Loan, an extension fee of 25 basis points (0.25%) on the outstanding principal balance of the Tranche A Term Loan as of the date of this Amendment.

5. HRT will deliver to the Agent on or before January 31, 2000 certified copies of resolutions and other documentation evidencing approval of the transactions contemplated in this Amendment and a legal opinion of counsel for the Borrowers, in form reasonably satisfactory to the Agent and the Banks, and including, among other things, enforceability of this Amendment.

6. Except as modified hereby, all of the terms and provisions of the Term Loan Credit Agreement (including schedules and exhibits) shall remain in full force and effect.

7. The Borrowers agree to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen, PLLC.

8. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.

9. This Amendment shall be governed by and construed in accordance with the laws of the State of North Carolina.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment to be executed as of the day and year first above written.

BORROWERS: HEALTHCARE REALTY TRUST INCORPORATED,

a Maryland corporation

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

AGENT:                       BANK OF AMERICA, N.A. (formerly known as
                             NationsBank, N.A.), as Agent under the Term Loan
                             Credit Agreement



                             By:              /S/
                                ------------------------------------------------
                             Name:  Ashley M. Crabtree
                             Title: Managing Director

BANKS: BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.)

By:              /S/
   ------------------------------------------------
Name:  Ashley M. Crabtree
Title: Managing Director
Title:

GUARANTORS:        DURHAM MEDICAL OFFICE BUILDING, INC.,
                   a Texas corporation
                   HEALTHCARE REALTY SERVICES INCORPORATED,
                   an Alabama corporation
                   HR ASSETS, INC., a Texas corporation
                   FIR CAPITAL, INC., a Texas corporation
                   HR FUNDING, INC., a Texas corporation
                   HR INTERESTS, INC., a Texas corporation
                   HR OF TEXAS, INC., a Maryland corporation
                   HRT OF ALABAMA, INC., an Alabama corporation
                   HRT OF DELAWARE, INC., a Delaware corporation
                   HRT OF FLORIDA, INC., a Florida corporation
                   HRT OF ROANOKE, INC. a Virginia corporation
                   HRT OF TENNESSEE, INC., a Tennessee corporation
                   HRT OF VIRGINIA, INC., a Virginia corporation
                   PENNSYLVANIA HRT, INC., a Pennsylvania corporation
                   HR of SAN ANTONIO, INC., a Texas corporation




                   By:              /S/
                      ------------------------------------------------
                   Name:  Roger O. West
                   Title: Executive Vice President
                   for each of the foregoing subsidiaries

PASADENA MEDICAL PLAZA SSJ, LTD.,

a Florida limited partnership By: Healthcare Realty Trust Incorporated, a Maryland corporation

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

SAN ANTONIO SSP, LTD., a Texas limited partnership By: HR of San Antonio, Inc., a Texas corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

HR ACQUISITION I CORPORATION,

f/k/a Capstone Capital Corporation, a Maryland corporation
CAPSTONE CAPITAL OF ALABAMA, INC.,

an Alabama corporation

CAPSTONE-CAPITAL OF BAYTOWN, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF BONITA BAY, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF CALIFORNIA, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF CAPE CORAL, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF KENTUCKY, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF LAS VEGAS, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF LOS ANGELES, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF MASSACHUSETTS, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF OCOEE, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF PENNSYLVANIA, INC.,
a Pennsylvania corporation
CAPSTONE CAPITAL OF PORT ORANGE, INC.,
an Alabama corporation
CAPSTONE CAPITAL PROPERTIES, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF SARASOTA, INC.,
an Alabama corporation
CAPSTONE CAPITAL SENIOR HOUSING, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF TEXAS, INC
an Alabama corporation
CAPSTONE CAPITAL OF VIRGINIA, INC.,
an Alabama corporation

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President
for each of the foregoing subsidiaries of HR Acquisition I
Corporation;

CAPSTONE OF BONITA BAY, LTD., an Alabama
limited partnership
By: CAPSTONE CAPITAL OF BONITA BAY, INC., an Alabama
corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE OF CAPE CORAL, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL OF CAPE CORAL. INC..
an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE OF LAS VEGAS, LTD., an Alabama limited partnership
BY: CAPSTONE CAPITAL OF LAS VEGAS, INC.,
an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE OF LOS ANGELES, LTD., an Alabama
limited partnership
By: CAPSTONE CAPITAL OF LOS ANGELES, INC., an Alabama
Corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE OF OCOEE, LTD., an Alabama limited partnership By: CAPSTONE CAPITAL OF OCOEE, INC., an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE OF PORT ORANGE, LTD., an Alabama
limited partnership
By: CAPSTONE CAPITAL OF PORT ORANGE, INC.,
an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE CAPITAL OF SAN ANTONIO, LTD.,
an Alabama limited partnership

By: CAPSTONE CAPITAL OF TEXAS, INC., an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE OF SARASOTA, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL OF SARASOTA, INC.,
an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAPSTONE OF VIRGINIA LIMITED PARTNERSHIP, an
Alabama limited partnership
BY CAPSTONE CAPITAL OF VIRGINIA, INC., an Alabama
corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAP-BAY IV, LTD., an Alabama limited partnership BY: CAPSTONE CAPITAL SENIOR HOUSING, INC., an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAP-BAY V, LTD., an Alabama limited partnership By: CAPSTONE CAPITAL SENIOR HOUSING, INC., an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAP-BAY VII, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL SENIOR HOUSING, INC.,
an Alabama corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President

CAP-BAY VIII, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL SENIOR HOUSING, INC.,
an Alabama Corporation, as General Partner

By:              /S/
   ------------------------------------------------
Name:  Roger O. West
Title: Executive Vice President