EXHIBIT 10.3

                                                               February 18, 2004

Cohen & Steers Capital Advisors, LLC
757 Third Avenue
New York, New York  10017

            Re: Placement of Preferred Shares of LTC Properties, Inc.

Dear Sirs:

     This letter (the "Agreement") confirms our agreement to retain Cohen &
Steers Capital Advisors, LLC (the "Placement Advisor") as our exclusive advisor
for a period commencing on the date of this letter and terminating on March 1,
2004, unless extended by the parties, to introduce LTC Properties, Inc., a
Maryland corporation (the "Company"), to certain investors as prospective
purchasers (the "Offer") of up to 4,000,000 shares of the Company's 8.0% Series
F Cumulative Preferred Shares, par value $0.01 per share (the "Preferred
Shares") (assuming the maximum number of Preferred Shares is issued and sold).
The engagement described herein (i) may be terminated by the Company at any time
prior to the Initial Closing (as defined below) and (ii) shall be in accordance
with applicable laws and pursuant to the following procedures and terms and
conditions:

     1. The Company will:

     (a)  Cause the Company's independent public accountants to address to the
          Company and the Placement Advisor and deliver to the Company, the
          Placement Advisor and the Purchasers (as such term is defined in the
          Purchase Agreements dated the date hereof between the Company and the
          purchasers party thereto (the "Purchase Agreements")) (i) a letter or
          letters (which letters are frequently referred to as "comfort
          letters") dated the date hereof, and (ii) if so requested by the
          Placement Advisor, a "bring-down" letter delivered on each date on
          which the sale of Preferred Shares is consummated pursuant to a
          Purchase Agreement (each such date, a "Closing Date" and the time of
          such consummation on any such Closing Date, a "Closing," the first
          such Closing Date, the "Initial Closing Date" and the Closing on the
          Initial Closing Date, the "Initial Closing," and the final such
          Closing Date, the "Final Closing Date" and the Closing on the Final
          Closing Date, the "Final Closing"), which, with respect to the letter
          referred to in clause (i) above, will be substantially in the form
          attached hereto as Annex I, and with respect to the letter or letters
          referred to in clause (ii) above, will be in form and substance
          reasonably satisfactory to the Placement Advisor.


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     (b)  On each Closing Date, cause special securities counsel to the Company
          to deliver opinions to the Placement Advisor and the Purchasers
          substantially in the form of Annex II hereto and otherwise in form and
          substance reasonably satisfactory to the Placement Advisor and its
          counsel, and cause the special Maryland counsel to the Company to
          deliver opinions to the Placement Advisor and the Purchasers
          substantially in the form of Annex III hereto.

     (c)  As soon as practicable after the Initial Closing, subject to the
          Purchasers' ownership satisfying the distribution requirements for
          listing, apply for listing the Preferred Shares for trading on the New
          York Stock Exchange, Inc. ("NYSE") and will use its reasonable best
          efforts to obtain approval from the NYSE with respect to such listing
          as soon as reasonably practicable within 30 days after the Initial
          Closing Date and, if such approval is not obtained within 30 days, to
          continue to use its reasonable best efforts to obtain such approval as
          soon as practicable thereafter.

     (d)  Prior to the Final Closing, the Company shall not sell or approve the
          solicitation of offers for the purchase of additional Preferred Shares
          in excess of the amount which shall be authorized by the Company or in
          excess of the aggregate offering price of the Preferred Shares
          registered pursuant to the Registration Statement (as defined below).

     (e)  Use the proceeds of the offering contemplated hereby as set forth
          under the caption "Use of Proceeds" in the Prospectus Supplement (as
          defined below).

     (f)  On each Closing Date, the Company shall deliver to the Placement
          Advisor and the Purchasers a certificate of the Chief Executive
          Officer and Chief Financial Officer of the Company, dated as of such
          Closing Date, setting forth that each of the representations and
          warranties contained in this Agreement shall be true on and as of such
          Closing Date as if made as of such Closing Date and each of the
          conditions and covenants contained herein shall have been complied
          with to the extent compliance is required prior to such Closing, and
          shall have delivered such other customary certificates as the
          Placement Advisor shall have reasonably requested.

     2. The Company authorizes the Placement Advisor to use the Prospectus (as
defined below) in connection with the Offer for such period of time as any such
materials are required by law to be delivered in connection therewith and the
Placement Advisor agrees to do so.

     (a)  The Placement Advisor will use commercially reasonable efforts on
          behalf of the Company in connection with the Placement Advisor's
          services hereunder. No offers or sales of Preferred Shares shall be
          made to any person without the prior approval of such person by the
          Company, such approval to be at the reasonable discretion of the
          Company. The Placement Advisor's aggregate fee for its services
          hereunder will be the sum of (a) an amount equal to 1.0% of the gross
          proceeds received by the Company in connection with Preferred Shares
          sold on the Initial Closing Date and an additional fee of $104,600 for
          arranging through a sub-placement advisor for the sale of Preferred
          Shares to certain retail accounts (each such fee payable by the
          Company at and subject to the consummation of the Initial Closing) and
          (b) an amount equal to 1.0% of the gross proceeds received by the
          Company in connection with Preferred Shares sold on the Final Closing
          Date (such fee payable by the Company at and subject to the


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          consummation of the Final Closing). The Company, upon consultation
          with the Placement Advisor, may establish in the Company's discretion
          a minimum aggregate amount of Preferred Shares to be sold in the
          offering contemplated hereby, which minimum aggregate amount shall be
          reflected in the Prospectus. The Placement Advisor will not enter into
          any agreement or arrangement with any broker, dealer or other person
          in connection with the placement of Preferred Shares (individually, a
          "Participating Person" and collectively, "Participating Persons")
          which will obligate the Company to pay additional fees or expenses to
          or on behalf of a Participating Person without the prior written
          consent of the Company, it being understood that Jefferies & Company,
          Inc. will be acting as settlement agent ("Settlement Agent") in
          connection with the Offer.

     (b)  The Company agrees that it will pay its own costs and expenses
          incident to the performance of the obligations hereunder whether or
          not any Preferred Shares are offered or sold pursuant to the Offer,
          including, without limitation, (i) the filing fees and expenses, if
          any, incurred with respect to any filing with the NYSE, (ii) all costs
          and expenses incident to the preparation, issuance, execution and
          delivery of the Preferred Shares, (iii) all costs and expenses
          (including filing fees) incident to the preparation, printing and
          filing under the Securities Act of 1933, as amended (the "Act"), of
          the Registration Statement and the Prospectus, including, without
          limitation, in each case, all exhibits, amendments and supplements
          thereto, (iv) all costs and expenses incurred in connection with the
          required registration or qualification of the Preferred Shares
          issuable under the laws of such jurisdictions as the Placement Advisor
          may reasonably designate, if any, (v) all costs and expenses incurred
          by the Company in connection with the printing (including word
          processing and duplication costs) and delivery of the Prospectus and
          Registration Statement (including, without limitation, any preliminary
          and supplemental blue sky memoranda) including, without limitation,
          mailing and shipping, (vi) all fees and expenses incurred in marketing
          the Offer, (vii) the fees and expenses of the Settlement Agent and
          (viii) the fees and disbursements of Reed Smith, LLP, special
          securities counsel to the Company, Ballard Spahr Andrews & Ingersoll,
          LLP, special Maryland counsel to the Company and any other counsel to
          the Company, and Ernst & Young LLP, auditors to the Company. In
          addition, upon each Closing (without duplication), the Company agrees
          to reimburse the Placement Advisor, from the proceeds of the sale of
          Preferred Shares, for all reasonable out-of-pocket expenses of the
          Placement Advisor in connection with the Offer, including, without
          limitation, the reasonable legal fees, expenses and disbursements of
          the Placement Advisor's counsel in connection with the Offer, in the
          aggregate not to exceed $60,000 (it being understood that such amount
          does not include any amounts due or paid to the Settlement Agent).



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     (c)  The Company will indemnify and hold harmless the Placement Advisor and
          each of its respective partners, directors, officers, associates,
          affiliates, subsidiaries, employees, consultants, attorneys and
          agents, and each person, if any, controlling the Placement Advisor or
          any of its affiliates within the meaning of either Section 15 of the
          Act or Section 20 of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act") (collectively, the "Placement Advisor
          Indemnitees"), from and against any and all losses, claims, damages,
          liabilities or costs (and any reasonable legal or other expenses
          incurred by such Placement Advisor in investigating or defending the
          same or in giving testimony or furnishing documents in response to a
          request of any government agency or to a subpoena) in any way relating
          to, arising out of or caused by any untrue statement or alleged untrue
          statement of a material fact contained in the Registration Statement
          or in the Prospectus or any preliminary prospectus (other than the
          preliminary prospectus dated January 27, 2004) or in any way relating
          to, arising out of or caused by any omission or alleged omission to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading. Such
          indemnity agreement shall not, however, apply to any such loss, claim,
          damage, liability, cost or expense (i) if such statement or omission
          was made in reliance upon or in conformity with information furnished
          in writing to the Company by the Placement Advisor or its affiliates
          or any of the Purchasers, Investment Advisors or Broker-Dealers (as
          defined in the Purchase Agreements) or their respective affiliates
          expressly for use in the Prospectus Supplement, or (ii) which is held
          in a final judgment of a court of competent jurisdiction (not subject
          to further appeal) to have arisen out of (x) the gross negligence or
          willful misconduct of the Placement Advisor or any Placement Advisor
          Indemnitee described in this paragraph 4(a), or (y) a breach of
          Placement Advisor's representations and warranties in paragraph 5
          hereof.

     (d)  The Placement Advisor will indemnify and hold harmless the Company and
          each of its directors, officers, associates, affiliates, subsidiaries,
          employees, consultants, attorneys, agents, and each person controlling
          the Company or any of its affiliates within the meaning of either
          Section 15 of the Act or Section 20 of the Exchange Act from and
          against any and all losses, claims, damages, liabilities, costs or
          expenses (and any reasonable legal or other expenses incurred by such
          indemnitee in investigating or defending the same or in giving
          testimony or furnishing documents in response to a request of any
          government agency or to a subpoena) (i) which are held in a final
          judgment of a court of competent jurisdiction (not subject to further
          appeal) to have arisen out of the gross negligence or willful
          misconduct of such Placement Advisor or any of its respective
          partners, directors, officers, associates, affiliates, subsidiaries,
          employees, consultants, attorneys and agents, and each person, if any,
          controlling the Placement Advisor or any of its affiliates within the
          meaning of Section 15 of the Act or Section 20 of the Exchange Act or
          (ii) relating to, arising out of or caused by any untrue statement or
          alleged untrue statement of a material fact contained in the
          Prospectus Supplement or in any way relating to, arising out of or
          caused by any omission or alleged omission to state therein a material
          fact required to be stated therein or necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading, if such statement or omission was made in reliance
          upon or in conformity with information furnished in writing to the


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          Company by the Placement Advisor or its affiliates or any of the
          Purchasers, Investment Advisors or Broker-Dealers or their respective
          affiliates expressly for use in the Prospectus Supplement, or (iii)
          which result from violations by the Placement Advisor of law or of
          requirements, rules or regulations of federal or state securities
          regulators, self-regulatory associations or organizations in the
          securities industry, stock exchanges or organizations with similar
          functions or responsibilities with respect to securities brokers or
          dealers, as determined by a court of competent jurisdiction or
          applicable federal or state securities regulators, self-regulatory
          associations or organizations in the securities industry or stock
          exchanges or organizations, as applicable.

     (e)  If any action, proceeding or investigation is commenced as to which
          any indemnified party hereunder proposes to demand indemnification
          under this letter agreement, such indemnified party will notify the
          indemnifying party with reasonable promptness. The indemnifying party
          shall have the right to retain counsel of its own choice (which
          counsel shall be reasonably satisfactory to the indemnified party) to
          represent it and such counsel shall, to the extent consistent with its
          professional responsibilities, cooperate with the indemnified party
          and any counsel designated by the indemnified party; provided,
          however, it is understood and agreed that if the indemnifying party
          assumes the defense of a claim for which indemnification is sought
          hereunder, it shall have no obligation to pay the expenses of separate
          counsel for the indemnified party, unless defenses are available to
          the indemnified party that make it impracticable for the indemnifying
          party and the indemnified party to be represented by the same counsel
          in which case the indemnified party shall be entitled to retain one
          counsel. The indemnifying party will not be liable under this letter
          agreement for any settlement of any claim against the indemnified
          party made without the indemnifying party's written consent.

     (f)  In order to provide for just and equitable contribution, if a claim
          for indemnification pursuant to this paragraph 4 is made but it is
          found in a final judgment by a court of competent jurisdiction (not
          subject to further appeal) that such indemnification may not be
          enforced in such case, even though the express provisions hereof
          provided for indemnification in such case, then the Company, on the
          one hand, and the Placement Advisor, on the other hand, shall
          contribute to the losses, claims, damages, liabilities or costs to
          which the indemnified persons may be subject in accordance with the
          relative benefits received from the offering and sale of the Preferred
          Shares by the Company, on the one hand, and the Placement Advisor, on
          the other hand (it being understood that, with respect to the
          Placement Advisor, such benefits received are limited to fees actually
          paid by the Company and received by the Placement Advisor pursuant to
          this Agreement), and also the relative fault of the Company, on the
          one hand, and the Placement Advisor, on the other hand, in connection


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          with the statements, acts or omissions which resulted in such losses,
          claims, damages, liabilities or costs, and any relevant equitable
          considerations shall also be considered. No person found liable for a
          fraudulent misrepresentation (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who is not
          also found liable for such fraudulent misrepresentation.
          Notwithstanding the foregoing, the Placement Advisor shall not be
          obligated to contribute any amount hereunder that exceeds the fees
          received by the Placement Advisor in respect to the offering and sale
          of the Preferred Shares.

     4. The Company represents and warrants to the Placement Advisor as of the
date hereof and as of each Closing Date as follows:

     (a)  The Company meets the requirements for use of Form S-3 under the Act
          and meets the requirements pursuant to the standards for such Form as
          were in effect immediately prior to October 21, 1992. The Company's
          Registration Statement (as defined below) was declared effective by
          the SEC (as defined below) and the Company has filed such
          post-effective amendments thereto as may be required under applicable
          law prior to the execution of this Agreement and each such
          post-effective amendment became effective. The SEC has not issued, nor
          to the Company's knowledge, has the SEC threatened to issue or intends
          to issue, a stop order with respect to the Registration Statement, nor
          has it otherwise suspended or withdrawn the effectiveness of the
          Registration Statement or, to the Company's knowledge, threatened to
          do so, either temporarily or permanently, nor, to the Company's
          knowledge, does it intend to do so. On the effective date, the
          Registration Statement complied in all material respects with the
          requirements of the Act and the rules and regulations promulgated
          under the Act (the "Regulations"); at the effective date the Basic
          Prospectus (as defined below) complied, and at each Closing the
          Prospectus will comply, in all material respects with the requirements
          of the Act and the Regulations; each of the Basic Prospectus and the
          Prospectus as of its date and at each Closing Date did not, does not
          and will not contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading; provided, however, that
          the representations and warranties in this subsection shall not apply
          to statements in or omissions from the Prospectus made in reliance
          upon and in conformity with information furnished to the Company in
          writing by the Placement Advisor or its affiliates or by or on behalf
          of any of the Purchasers, Investment Advisors or Broker-Dealers or any
          of their respective affiliates, in each case, expressly for use
          therein. As used in this Agreement, the term "Registration Statement"
          means the "shelf" registration statement on Form S-3 (File No.
          333-106555), as amended by the Post-Effective Amendment No. 1 thereto,
          as declared effective by the Securities and Exchange Commission (the
          "SEC"), including exhibits, financial statements, schedules and
          documents incorporated by reference therein. The term "Basic
          Prospectus" means the prospectus included in the Registration


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          Statement, as amended, or as supplemented and filed with the SEC
          pursuant to Rule 424 under the Act in connection with the sale of the
          Preferred Shares hereunder. The term "Prospectus Supplement" means the
          prospectus supplement specifically relating to the Preferred Shares as
          to be filed with the SEC pursuant to Rule 424 under the Act in
          connection with the sale of the Preferred Shares. The term
          "Prospectus" means the Basic Prospectus and the Prospectus Supplement
          taken together. The term "preliminary prospectus" means any form of
          preliminary prospectus used in connection with the marketing of the
          Preferred Shares, including the preliminary prospectus supplement
          dated as of February 17, 2004 and the Basic Prospectus used with any
          such preliminary prospectus supplement in connection with the
          marketing of the Preferred Shares. Any reference in this Agreement to
          the Registration Statement. the Prospectus or any preliminary
          prospectus shall be deemed to refer to and include the documents
          incorporated by reference therein as of the date hereof or the date of
          the Prospectus or any preliminary prospectus, as the case may be, and
          any reference herein to any amendment or supplement to the
          Registration Statement, the Prospectus or any preliminary prospectus
          shall be deemed to refer to and include any documents filed after such
          date and through the date of such amendment or supplement under the
          Exchange Act and so incorporated by reference.

     (b)  Since the date as of which information is given in the Registration
          Statement and the Prospectus, except as otherwise stated therein, (i)
          there has been no material adverse change or any development which
          could reasonably be expected to give rise to a prospective material
          adverse change in or affecting the condition, financial or otherwise,
          or in the earnings, business affairs or, to the Company's knowledge,
          business prospects of the Company and the subsidiaries of the Company,
          if any (the "Subsidiaries") considered as one enterprise, whether or
          not arising in the ordinary course of business, (ii) there have been
          no transactions entered into by the Company or any of its
          Subsidiaries, other than those in the ordinary course of business,
          which are material with respect to the Company and its Subsidiaries
          considered as one enterprise, and (iii) other than regular quarterly
          dividends, there has been no dividend or distribution of any kind
          declared, paid or made by the Company on any class of its shares of
          equity securities.


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     (c)  The Company has been duly organized as a corporation and is validly
          existing in good standing under the laws of the State of Maryland.
          Each of the Subsidiaries of the Company has been duly organized and is
          validly existing in good standing under the laws of its jurisdiction
          of organization. Each of the Company and its Subsidiaries has the
          required power and authority to own and lease its properties and to
          conduct its business as described in the Prospectus; and each of the
          Company and its Subsidiaries is duly qualified to transact business in
          each jurisdiction in which such qualification is required, whether by
          reason of the ownership or leasing of property or the conduct of
          business, except where the failure to so qualify would not have a
          material adverse effect on the condition, financial or otherwise, or
          the earnings, business affairs or, to the Company's knowledge,
          business prospects of the Company and its Subsidiaries considered as
          one enterprise.

     (d)  As of the date hereof, the authorized capital stock of the Company
          consisted of 35,000,000 Common Shares, par value $0.01 per share (the
          "Common Stock"), and 15,000,000 shares of Preferred Stock, par value
          $0.01 per share, of which 18,002,443 Common Shares, 1,838,520 shares
          of 9.5% Series A Cumulative Preferred Stock (the "Series A Preferred
          Shares"), 1,988,000 shares of 9.0% Series B Cumulative Preferred Stock
          (the "Series B Preferred Shares"), 2,000,000 shares of 8.5% Series C
          Cumulative Convertible Preferred Stock (the "Series C Preferred
          Shares"), no shares of Series D Junior Participating Preferred Stock
          (the "Series D Preferred Shares") and 2,200,000 8.5% Series E
          Cumulative Convertible Preferred Stock (the "Series E Preferred
          Shares") are issued and outstanding as of such date (without giving
          effect to any preferred shares issued or to be issued as contemplated
          by this Agreement or the application of the proceeds of the offering
          contemplated hereby) and 6,933,480 preferred shares are authorized and
          unissued of which 4,000,000 will be designated as the Preferred
          Shares. The issued and outstanding shares of the Company have been
          duly authorized and validly issued and are fully paid and
          non-assessable; the Preferred Shares have been duly authorized, and
          when issued in accordance with the terms of the Articles Supplementary
          (as defined below) and delivered as contemplated hereby, will be
          validly issued, fully paid and non-assessable; the Preferred Shares,
          the Common Stock and the Series A, B, C and E Preferred Stock of the
          Company conform to all statements relating thereto contained in the
          Prospectus; and the issuance of the Preferred Shares is not subject to
          preemptive or other similar rights.

     (e)  Neither the Company nor any of its Subsidiaries is in violation of its
          organizational documents or in default in the performance or
          observance of any obligation, agreement, covenant or condition
          contained in any material contract, indenture, mortgage, loan
          agreement, note, lease or other instrument or agreement to which the
          Company or any of its Subsidiaries is a party or by which it or any of
          them are bound, or to which any of the property or assets of the
          Company or any of its Subsidiaries is subject except where such
          violation or default would not have a material adverse effect on the
          condition, financial or otherwise, or the earnings, business affairs
          or, to the Company's knowledge, business prospects of the Company and
          its Subsidiaries considered as one enterprise; and the execution,
          delivery and performance of this Agreement, the execution and filing
          of the Articles Supplementary of the Company relating to the Preferred
          Shares (the "Articles Supplementary"), and the issuance and delivery
          of the Preferred Shares and the consummation of the transactions
          contemplated herein have been duly authorized by all necessary action
          and will not conflict with or constitute a material breach of, or
          material default under, or result in the creation or imposition of any
          lien, charge or encumbrance upon any material property or assets of
          the Company or any of its Subsidiaries pursuant to, any material
          contract, indenture, mortgage, loan agreement, note, lease or other
          instrument or agreement to which the Company or any of its
          Subsidiaries is a party or by which it or any of them are bound, or to
          which any of the property or assets of the Company or any of its
          Subsidiaries is subject, nor will any such action result in any
          violation of the provisions of the Articles of Incorporation of the
          Company, as amended and supplemented by the Articles Supplementary,
          by-laws or other organizational documents of the Company or any of its
          Subsidiaries or any law, administrative regulation or administrative
          or court decree applicable to the Company.


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<PAGE>

     (f)  The Company is organized in conformity with the requirements for
          qualification and, as of the date hereof and as of each Closing,
          operates in a manner that qualifies it as a "real estate investment
          trust" under the Internal Revenue Code of 1986, as amended, and the
          rules and regulations thereunder and will be so qualified after giving
          effect to the sale of the Preferred Shares.

     (g)  The Company is not required to be registered under the Investment
          Company Act of 1940, as amended.

     (h)  No legal or governmental proceedings are pending to which the Company
          or any of its Subsidiaries is a party or to which the property of the
          Company or any of its Subsidiaries is subject that are required to be
          described in the Registration Statement or the Prospectus and are not
          described therein, and no such proceedings have been threatened
          against the Company or any of its Subsidiaries or with respect to any
          of their respective properties that are required to be described in
          the Registration Statement or the Prospectus and are not described
          therein.

     (i)  No authorization, approval or consent of any court or United States
          federal or state governmental authority or agency is necessary in
          connection with the sale of the Preferred Shares as contemplated
          hereunder, except such as may be required under the Act or the
          Regulations or state securities laws or real estate syndication laws.


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     (j)  The Company and its Subsidiaries possess such certificates,
          authorities or permits issued by the appropriate state, federal or
          foreign regulatory agencies or bodies necessary to conduct the
          business now conducted by them, except where the failure to possess
          such certificates, authority or permits would not have a material
          adverse effect on the condition, financial or otherwise, or the
          earnings, business affairs or, to the Company's knowledge, business
          prospects of the Company and its Subsidiaries considered as one
          enterprise. Neither the Company nor any of its Subsidiaries has
          received any notice of proceedings relating to the revocation or
          modification of any such certificate, authority or permit which,
          singly or in the aggregate, if the subject of an unfavorable decision,
          ruling or finding, would materially and adversely affect the
          condition, financial or otherwise, or the earnings, business affairs
          or, to the Company's knowledge, business prospects of the Company and
          its Subsidiaries considered as one enterprise, nor, to the knowledge
          of the Company, are any such proceedings threatened or contemplated.

     (k)  The Company has full power and authority to enter into this Agreement,
          and this Agreement has been duly authorized, executed and delivered by
          the Company and constitutes a legal, valid and binding agreement of
          the Company, enforceable against the Company in accordance with its
          terms except as may be limited by (i) the effect of bankruptcy,
          insolvency, reorganization, moratorium or other similar laws relating
          to or affecting the rights or remedies of creditors or (ii) the effect
          of general principles of equity, whether enforcement is considered in
          a proceeding in equity or at law and the discretion of the court
          before which any proceeding therefor may be brought (collectively, the
          "Enforceability Exceptions").

     (l)  The Articles Supplementary, and the filing of the Articles
          Supplementary with the State Department of Assessments and Taxation of
          Maryland on behalf of the Company, have each been duly authorized by
          the Company, the Articles Supplementary will be filed with the State
          Department of Assessments and Taxation of Maryland on behalf of the
          Company prior to the time that any Preferred Shares will be delivered
          pursuant to the Purchase Agreements and when so filed will constitute
          a valid and legally binding supplement to the Articles of
          Incorporation of the Company enforceable against the Company in
          accordance with its terms, except as enforceability may be limited by
          the Enforceability Exceptions.

     (m)  As of the dates set forth therein or incorporated by reference, the
          Company had good and marketable title to all of the properties and
          assets reflected in the audited financial statements contained in the
          Prospectus, subject to no lien, mortgage, pledge or encumbrance of any
          kind except (i) those reflected in such financial statements, (ii) as
          are otherwise described in the Prospectus, (iii) as do not materially
          adversely affect the value of such property or interests or interfere
          with the use made or proposed to be made of such property or interests
          by the Company and each of its Subsidiaries or (iv) which constitute
          customary provisions of mortgage loans secured by the Company's
          properties creating obligations of the Company with respect to
          proceeds of the properties, environmental liabilities and other
          customary protections for the mortgagees.


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     (n)  Any certificate signed by any officer of the Company and delivered to
          the Placement Advisor or to counsel for the Placement Advisor shall be
          deemed a representation and warranty by the Company to the Placement
          Advisor as to the matters covered thereby.

     (o)  Neither the issuance, sale and delivery of the Preferred Shares nor
          the application of the proceeds thereof by the Company as described in
          the Prospectus will cause the Company to violate or be in violation of
          Regulation T, U or X of the Board of Governors of the Federal Reserve
          System or any other regulation of such Board of Governors.

     (p)  The statements set forth in the Basic Prospectus under the caption
          "Description of Preferred Stock" and the statements set forth in the
          Prospectus Supplement under the caption "Description of Our Capital
          Stock--Series F Preferred Stock," in each case, in so far as such
          statements purport to summarize provisions of laws or documents
          referred to therein, are correct in all material respects and fairly
          present the information required to be presented therein.

     (q)  There is no contract, agreement, indenture or other document to which
          the Company or of its Subsidiary is a party required to be filed as an
          exhibit to the Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 2002 or any subsequent Exchange Act filings
          prior to the date hereof that has not been so filed as required.

     5. The Placement Advisor represents and warrants to the Company that (i) it
is duly registered and in good standing as a broker-dealer under the Exchange
Act and licensed or otherwise qualified to do business as a broker-dealer with
the National Association of Securities Dealers, Inc. and in all states in which
it will offer any Preferred Shares pursuant to this Agreement, (ii) assuming the
Prospectus complies with all relevant provisions of the Act in connection with
the offer and sale of the Preferred Shares, the Placement Advisor will conduct
all offers and sales of the Preferred Shares in compliance with the relevant
provisions of the Act and the Regulations and various state securities laws and
regulations, (iii) the Placement Advisor will only act as advisor in those
jurisdictions in which it is authorized to do so and (iv) the Placement Advisor
will not distribute to any Purchaser, Investment Advisor or Broker-Dealer any
written material relating to the offering contemplated hereby other than the
Registration Statement, the Prospectus or the preliminary prospectus dated
February 17, 2004.


                                       11
<PAGE>

     6. Except as otherwise herein provided, all statements, requests, notices
and agreements shall be in writing and, if to the Placement Advisor, shall be
sufficient in all respects if delivered or sent by facsimile to 212-446-9181 or
by certified mail to Cohen & Steers Capital Advisors, LLC, 757 Third Avenue, New
York, New York 10017, Attention: Bradley Razook, and, if to the Company, shall
be sufficient in all respects if delivered or sent to the Company by facsimile
to 805-981-8663 or by certified mail to the Company at 22917 Pacific Coast
Highway, Suite 350, Malibu, CA 90265, Attention: Chief Financial Officer.

     7. This Agreement shall be governed by the laws of the State of New York
governing contracts made and to be performed in such State without giving effect
to principles of conflicts of law.

     8. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be the same Agreement. Executed counterparts may be delivered by
facsimile.

     9. When used herein, the phrase "to the knowledge of" the Company or "known
to" the Company or any similar phrase means the actual knowledge of the Chief
Executive Officer, Chief Financial Officer or Chief Operating Officer of the
Company and includes the knowledge that such officers would have obtained of the
matter represented after reasonable due and diligent inquiry of those employees
of the Company whom such officers reasonably believe would have actual knowledge
of the matters represented.



                                       12
<PAGE>

     If the foregoing is in accord with your understanding of our agreement,
please sign in the space provided below and return a signed copy of this letter
to the Company.


                                                     Sincerely,

                                                     LTC PROPERTIES, INC.


                                                     By:________________________
                                                        Name:
                                                        Title:



Accepted by:

COHEN & STEERS CAPITAL ADVISORS, LLC


By:_______________________
   Name:
   Title: