**EXHIBIT10.15**

**FIRST AMENDMENT TO THE 2007 AMENDED AND RESTATEDEMPLOYMENT AGREEMENT**

This First Amendment to the 2007 Employment Agreement(the “Agreement”), is made as of February 21, 2007, effective as of March 1,2007 by and between **LTC PROPERTIES, INC.**,a corporation organized under the laws of the State of Maryland (“LTC” or the “Company”),and **WENDY SIMPSON**(“Executive”) and amends and restates the 2007Amended and Restated Employment Agreement between LTC and Executive, dated asof February 6, 2007 (“Prior Employment Agreement”).

**NOW**, **THEREFORE**,for good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties hereto agree as follows:

1.             Effective Date, Appointment, Title and Duties.  The effective date of this Agreement is March1, 2007 (“Effective Date”).  As of theEffective Date, LTC employs Executive to serve as its Chief ExecutiveOfficer.  In such capacity, Executiveshall report to the Board of Directors of the Company, and shall have suchduties, powers and responsibilities as are customarily assigned to a ChiefExecutive Officer of a publicly held corporation, but shall also be responsibleto the Board of Directors and to any committee thereof.  In addition, Executive shall have such otherduties and responsibilities as the Board of Directors may reasonably assignher, with her consent, including serving with the consent or at the request ofthe Board of Directors as an officer or on the board of directors of affiliatedcorporations, *provided* that such duties arecommensurate with and customary for a senior executive officer bearingExecutive’s experience, qualifications, title and position.

2.             Term of Agreement.  The term of this Agreement shall commence asof the Effective Date and shall extend such that at each and every moment oftime hereafter the remaining term shall be three years.

3.             Acceptance of Position.  Executive accepts the position of ChiefExecutive Officer, and agrees that during the term of this Agreement she willfaithfully perform her duties and, except as expressly approved by the Board ofDirectors of LTC, will devote substantially all of her business time to thebusiness and affairs of LTC, and will not engage, for her own account or forthe account of any other person or entity, in a business which competes withLTC.  It is acknowledged and agreed thatExecutive may serve as an officer and/or director of companies in which LTCowns voting or non-voting stock.  Inaddition, it is acknowledged and agreed that Executive may, from time to time,serve as a member of the board of directors of other companies, in which eventthe Board of Directors of LTC must expressly approve such service pursuant to aBoard resolution maintained in the Company’s minute books.  Any compensation or remuneration whichExecutive receives in consideration of her service on the board of directors ofother companies shall be the sole and exclusive property of Executive, and LTCshall have no right or entitlement at any time to any such compensation orremuneration.

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4.             Salary and Benefits.  During the term of this Agreement:

(a)           LTC shall pay to Executive a basesalary at an annual rate of not less than Four Hundred Thousand Dollars($400,000) per annum (“Base Salary”), paid in approximately equal installmentsat intervals based on any reasonable Company policy.  LTC agrees from time to time to considerincreases in such base salary in the discretion of the Board of Directors.  Any increase, once granted, shallautomatically amend this Agreement to provide that thereafter Executive’s basesalary shall not be less than the annual amount to which such base salary hasbeen increased.

(b)           During the term hereof, Executiveshall participate in all health, retirement, Company-paid insurance, sickleave, disability, expense reimbursement and other benefit programs which LTCmakes available to any of its senior executives.

(c)           Health Insurance Benefits. LTCshall provide to  Executive and herspouse  LTC health insurance benefits, ofa type and nature no less favorable to Executive than the health insurancebenefits made available by LTC to Executive and to LTC’s other seniorexecutives at the time of execution of this Agreement, for so long as Executiveis employed hereunder and continuing thereafter for Executive’s lifetime.  The benefits described in the precedingsentence shall be referred to herein as Executive’s “Health Insurance Benefits”.

(i)            In the event LTC ceases to offerhealth insurance coverage to its senior executives or LTC elects in its solediscretion to discontinue providing Executive with Executive’s Health InsuranceBenefits, LTC shall have the option (a) at the Company’s expense, to purchasehealth insurance coverage no less favorable to Executive than Executive’sHealth Insurance Benefits, or (b) terminate all further Health InsuranceBenefits to Executive and in lieu thereof make a one time payment of TwoHundred Fifty Thousand Dollars ($250,000) to Executive (a “Health InsuranceBuyout”).

(ii)           In order to effect a Health InsuranceBuyout, LTC shall give no less than sixty (60) days’ prior written notice toExecutive that LTC has elected to terminate Executive’s Health InsuranceBenefits.  Such notice shall not beeffective nor shall it relieve LTC of its obligations under this Section 4(c)unless it is accompanied by payment in full of the aforesaid Two Hundred FiftyThousand Dollars ($250,000).

(iii)          Executive’s rights to the benefits setforth in this Section 4(c) and the subsections of this Section 4(c) shallsurvive any termination or expiration of this Agreement and the termination ofExecutive’s employment, regardless of whether such termination is by theExecutive or by the Company and regardless of whether such termination is forany or no reason or with or without Good Reason or Cause.

(d)           The Company has set an annual targetbonus for Executive equal to one hundred percent (100%) of her Base Salary; *provided, however*, that the award of any such bonus issubject to the sole discretion of the Board of Directors.  Executive also shall be eligible to participatein any LTC incentive stock, option or bonus plan offered by LTC to its seniorexecutives, subject to the terms thereof and at the sole discretion of theBoard of Directors.

(e)           Atthe date hereof:

(i)            Executive has previously beenawarded twenty-seven thousand one

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hundred twenty (27,120)shares of the Company’s common stock (“Prior RSA’s”).  Twenty-two thousand five hundred (22,500) ofthe Prior RSA’s were awarded under the LTC Properties, Inc. 2004 RestrictedStock Plan (“2004 RSP”) and four thousand six hundred twenty (4,620) of thePrior RSA’s were awarded under the LTC Properties, Inc., 1998 EquityParticipation Plan (“1998 EPP”) and the applicable LTC Property, Inc.Restrictive Stock Agreements or 1998 EPP Award Agreements, as the case may be(together the “Award Agreements”).  TheAward Agreements are hereby modified and amended to provide that (A) no priorexisting schedule for the lapsing of restriction on the shares awardedthereunder shall have any further force and effect, and (B) all restrictionsimposed by the Company with respect to the Prior RSA’s shall lapse in theannual amount of 9,040 shares each March 1, 2008, 2009 and 2010, respectively.

(ii)             Simultaneously with the executionof this Agreement, the Company and Executive shall execute a 2007 RestrictedStock Agreement in the form of Exhibit A hereto pursuant to which the Companyshall grant Executive a Restricted Stock Award of forty thousand (40,000)shares of restricted common stock of the Company under the 1998 EPP (the “2007RSA”).  Restrictions imposed by theCompany on the 2007 RSA shares shall lapse in the amounts of 13,333 shares onMarch 1, 2008, 13,333 on March 1, 2009 and 13,334 on March 1, 2010.

(f)            Executive shall be entitled toreasonable vacation time, not less than four (4) weeks per year, *provided* that not more than two (2) weeksof such vacation time may be taken consecutively without prior notice to andnon-objection by the Compensation Committee of the Board of Directors or,if there is no Compensation Committee, the Board of Directors.

5.             Certain Terms Defined.  For purposes of this Agreement:

(a)         Executive shall be deemed to be “disabled”if a physical or mental condition shall occur and persist which, in the writtenopinion of a licensed physician selected by the Board of Directors in goodfaith, has rendered Executive unable to perform the duties set forth in Section1 hereof for a period of sixty (60) days or more and, in the written opinion ofsuch physician, the condition will continue for an indefinite period of time,rendering Executive unable to return to her duties.

(b)        A termination of Executive’s employmentby LTC shall be deemed for “Cause” if, and only if, it is based upon(i) conviction of a felony; (ii) material disloyalty to the Companysuch as embezzlement, misappropriation of corporate assets or, except aspermitted pursuant to Section 3 of this Agreement, breach of Executive’sagreement not to engage in business for another enterprise of the type engagedin by the Company; or (iii) the engaging in unethical or illegal behaviorwhich is of a public nature, brings LTC into disrepute, and result in materialdamage to the Company.  The Company shallhave the right to suspend Executive with pay, for a reasonable period toinvestigate allegations of conduct which, if proven, would establish a right toterminate this Agreement for Cause, or to permit a felony charge to betried.  Immediately upon the conclusionof such temporary period, unless Cause to terminate this Agreement has beenestablished, Executive shall be restored to all duties and responsibilities asif such suspension had never occurred.

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(c)         A resignation by Executive shall not bedeemed to be voluntary and shall be deemed to be a resignation with “GoodReason” if it is based upon (i) a diminution in Executive’s title, duties,or salary; (ii) a material reduction in benefits; (iii) a directionby the Board of Directors that Executive report to any person or group otherthan the Board of Directors, or (iv) a geographic relocation of Executive’splace of work a distance for more than seventy-five (75) miles from LTC’soffices located at  31365 Oak CrestDrive, Suite 200, Westlake Village, California 91361.

(d)     “Affiliate” means with respect to anyPerson, a Person who, directly or indirectly, through one or moreintermediaries, controls, is controlled by or is under common control, with thePerson specified.

(e)     “Base Salary” means, as of any date oftermination of employment, the highest base salary of Executive in the thencurrent fiscal year or in any of the last four fiscal years immediatelypreceding such date of termination of employment.

(f)      “Beneficial Owner” shall have the meaninggiven to such term in Rule 13d-3 under the Exchange Act.

(g)     A “Change in Control” occurs if:

(i)           Any Person or related group ofPersons (other than Executive and her Related Persons, the Company or a Personthat directly or indirectly controls, is controlled by, or is under commoncontrol with, the Company) is or becomes the Beneficial Owner, directly orindirectly, of securities of the Company representing 30% or more of thecombined voting power of the Company’s then outstanding securities;

(ii)           The stockholders of the Companyapprove a merger or consolidation of the Company with any other corporation (orother entity), other than a merger or consolidation which would result in thevoting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity) more than 66-2/3% of thecombined voting power of the voting securities of the Company or such survivingentity outstanding immediately after such merger or consolidation; *provided, however*, that a merger orconsolidation effected to implement a recapitalization of the Company (orsimilar transaction) in which no Person acquires 30% or more of the combinedvoting power of the Company’s then outstanding securities shall not constitutea Change in Control;

(iii)          The Stockholders of the Company approvea plan of complete liquidation of the Company or an agreement for the sale ordisposition by the Company of all or substantially all of the Company’s assets;or

(iv)          A majority of the members of the Boardof Directors of the Company cease to be Continuing Directors;

(h)     “Code” means the Internal Revenue Code of1986, as amended.

(i)      “ContinuingDirectors” means, as of any date of determination, any member

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of the Board ofDirectors who (i) was a member of such Board of Directors on the date ofthe Agreement or (ii) was nominated for election or elected to such Boardof Directors with the approval of a majority of the Continuing Directors whowere members of such Board of Directors at the time of such nomination orelection.

(j)      “Exchange Act” means the Exchange Act of1934, as amended.

(k)     “Person” means any individual, corporation,partnership, limited liability company, trust, association or other entity.

(l)      “Related Person” means any immediatefamily member (spouse, partner, parent, sibling or child whether by birth oradoption) of the Executive and any trust, estate or foundation, the beneficiaryof which is the Executive and/or an immediate family member of the Executive.

6.             Certain Benefits Upon Termination.  Executive’s employment shall be terminatedupon the earlier of (i) the voluntary resignation of Executive with orwithout Good Reason; (ii) Executive’s death or permanent disability; or(iii) upon the termination of Executive’s employment by LTC for any reasonat any time.  In the event of suchtermination, the below provisions of this Section 6 shall apply, and in theevent of a Change of Control, whether or not Executive’s employment isterminated thereby, Section 6(b) shall apply.

(a)   IfExecutive’s employment by LTC terminates for any reason other than as a resultof (i) a termination for Cause, or (ii) a voluntary resignation by Executivewithout a Good Reason, or (iii) a Change in Control of the Company, then LTCshall pay Executive a lump sum severance payment equal to two times her BaseSalary, *provided* that ifemployment terminates by reason of Executive’s death or disability, then suchsalary shall be paid only to the extent the Company has available “key man”life, disability or similar insurance relating to the death or disability ofExecutive.

(b)  Upon aChange in Control of the Company whether or not Executive’s employment isterminated thereby, in lieu of the severance payment described in Section 6(a)above, LTC shall pay Executive a one time severance payment in cash equal to ThreeMillion Dollars ($3,000,000), and all stock options shall automatically becomeexercisable.  All restrictions on stockawarded to Executive, other than the Prior RSA’s and the 2007 RSA sharespursuant to Section 4(e) hereof, shall automatically lapse concurrently upon aChange in Control, notwithstanding any prior existing schedule; *provided, however*, that no Change of Control or payment ofthe aforesaid severance payment shall (i) terminate or reduce Executive’sHealth Care Benefits as set forth in Section 4(c) hereof which shall remain infull force and effect, and (ii) if Executive’s employment is not terminated inconnection with such Change of Control, restrictions on the Prior RSA’s and the2007 RSA shares awarded under Section 4(e) hereof shall remain in full forceand effect and shall not lapse until Executive’s employment is terminated asprovided in such Section 4(e).

(c)             COBRA.  If Executive’s employment by LTC terminatesfor any reason, except for LTC’s termination of Executive’s employment forCause or a voluntary resignation by Executive without a Good Reason, LTC shalloffer to Executive the opportunity to participate in

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all Company-providedmedical and dental plans to the extent Executive elects and remains eligiblefor coverage under COBRA and for a maximum period of eighteen (18) months atCompany expense to the extent the benefits thereunder are not duplicative ofthe Executive’s Health Insurance Benefits; *provided,however*, in the event Executive’s employment by LTC terminated upona Change in Control of the Company, then Executive shall not be given theopportunity to participate in any of such medical and dental plans, except tothe extent required by law and except as required in accordance with Executive’sHealth Insurance Benefits.  Theprovisions of this Section 6(c) are intended to specify Executive’s rightsunder COBRA and are not intended to limit or reduce Executive’s HealthInsurance Benefits.

(d)             Inthe event that Executive’s employment terminates by reason of her death, all benefitsprovided in this Section 6 shall be paid to her estate or as her executor shalldirect, but payment may be deferred until Executive’s executor or personalrepresentative has been appointed and qualified pursuant to the laws in effectin Executive’s jurisdiction of residence at the time of her death.

(e)             LTCshall make all payments pursuant to the foregoing subsections (a) through (d)concurrently with the date of termination of Executive’s employment orconsummation of a Change in Control of the Company, as applicable.

(f)              LTCshall have no liability under this Section 6 if Executive’s employment pursuantto this Agreement is terminated by LTC for Cause or by Executive without a GoodReason; *provided, however*, that if Executive’semployment pursuant to this Agreement is terminated by LTC for Cause or byExecutive without a Good Reason at any time after a Change of Control which didnot result in Executive’s employment being terminated, such post-Changeof Control termination by LTC for Cause or by Executive without a Good Reasonshall not affect in any way Executive’s entitlement to Executive’s HealthInsurance Benefits or the Health Insurance Buyout right under Section 4(c)underabove, the one time severance payment described in Section 6(b) above or anyother rights, benefits or entitlements to which Executive may be entitled as aresult of such Change of Control.

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(g)             Gross-Up.

(i)           If it shall be determined that anypayment, distribution or benefit received or to be received by Executive fromthe Company (whether payable pursuant to the terms of this Agreement or anyother plan, arrangements or agreement with the Company or a Affiliate (asdefined above) (“Payments”)) would be subject to the excise tax imposed bySection 4999 of the Code (the “Excise Tax”), then Executive shall be entitledto receive an additional payment (the “Excise Tax Gross-Up Payment”) in anamount such that the net amount retained by Executive, after the calculationand deduction of any Excise Tax on the Payments and any federal, state andlocal income taxes and excise tax on the Excise Tax Gross-Up Paymentprovided for in this Section 6(g), shall be equal to the Payments.  In determining this amount, the amount of theExcise Tax Gross-Up Payment attributable to federal income taxes shall bereduced by the maximum reduction in federal income taxes that could be obtainedby the deduction of the portion of the Excise Tax Gross-Up Payment attributableto state and local income taxes. Finally, the Excise Tax Gross-Up Payment shall be reduced byincome or excise tax withholding payment made by the Company or any affiliateof either to any federal, state or local taxing authority with respect to theExcise Tax Gross-Up Payment that was not deducted from compensationpayable to Executive.

(ii)          All determinations required to be madeunder this Section 6(g), including whether and when an Excise Tax Gross-UpPayment is required and the amount of such Excise Tax Gross-Up Paymentand the assumptions to be utilized in arriving at such determination, except asspecified in Section 6(g)(i) above, shall be made by the Company’s independentauditors (the “Accounting Firm”), which shall provide detailed supportingcalculations both to the Company and Executive. Such determination of tax liability made by the Accounting Firm shall besubject to review by Executive’s tax advisor and, if Executive’s tax advisordoes not agree with such determination reached by the Accounting Firm, then theAccounting Firm and Executive’s tax advisor shall jointly designate anationally recognized public accounting firm, which shall make suchdetermination.  All reasonable fees andexpenses of the accountants and tax advisors retained by either Executive orthe Company shall be borne by the Company. Any Excise Tax Gross-Up Payment, as determined pursuant to thisSection 6(g), shall be paid by the Company to Executive within five days afterthe receipt of such determination.  Anydetermination by a jointly designated public accounting firm shall be bindingupon the Company and Executive.

(iii)         As a result of the uncertainty in theapplication of Subsection 4999 of the Code at the time of the initialdetermination thereunder, it is possible that Excise Tax Gross-UpPayments will not have been made by the Company that should have been madeconsistent with the calculations required to be made hereunder (“Underpayment”).  In the event that Executive thereafter isrequired to make a payment of any Excise Tax, any such Underpayment calculatedin accordance with and in the same manner as the Excise Tax Gross-UpPayment in Section 6(g)(i) above shall be promptly paid by the Company to orfor the benefit of Executive.  In theevent that the Excise Tax Gross-Up Payment exceeds the amountsubsequently determined to be due, such excess shall constitute a loan from theCompany (together with interest at the rate provided in Section 1274(b)(2)(B)of the Code).

7.                                                                                 [Intentionally omitted]

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8.             Indemnification. LTC shall indemnify Executive and hold her harmless from and against allclaims, losses, damages, expense or liabilities (including expenses of defenseand settlement) based upon or in any way arising from or connected with hisemployment by LTC, to the maximum extent permitted by law.  To the fullest extent permitted by law, LTCshall advance to Executive all expenses necessary in connection with thedefense of any action or claim which is brought if indemnification cannot bedetermined to be available prior to the conclusion of such action or theinvestigation of such claim.  LTC shall investigatein good faith the availability and cost of directors’ and officers’ insuranceand shall include Executive as an insured in any directors’ and officers’insurance policy it maintains.  Theprovisions of this Section 8 shall survive any termination or expiration ofthis Agreement.

9.             Attorney Fees. In the event that any action or proceeding is brought to enforce theterms and provisions of this Agreement, the prevailing party shall be entitledto recover reasonable attorney fees.

10.           Notices.  All notices and other communications providedto either party hereto under this Agreement shall be in writing and deliveredby certified or registered mail to such party at its/her address set forthbelow its/her signature hereto, or at such other address as may be designatedwith postage prepaid, shall be deemed given when received.

11.           Construction.  In constructing this Agreement, if anyportion of this Agreement shall be found to be invalid or unenforceable, theremaining terms and provisions of this Agreement shall be given effect to themaximum extent permitted without considering the void, invalid or unenforceableprovisions.  In construing thisAgreement, the singular shall include the plural, the masculine shall includethe feminine and neuter genders as appropriate, and no meaning in effect shallbe given to the captions of the sections in this Agreement, which is insertedfor convenience of reference only. Without limitation to the foregoing, nothing in this Agreement isintended to violate the Sarbanes-Oxley Act of 2002, and to the extent that anyprovision of this Agreement would constitute such a violation, such provisionshall be modified to the extent required by such Act, or, to the extent thatsuch provision cannot be so modified and is found to be invalid orunenforceable, the remaining terms and provisions shall be given effect to themaximum extent permitted without considering the void, invalid or unenforceableprovision.

Notwithstanding any other provision of theAgreement, to the extent that (i) any amount paid pursuant to the Agreement istreated as nonqualified deferred compensation pursuant to Section 409A of theInternal Revenue Code of 1986 (the “Code”) and (ii) the Executive is a “specifiedemployee” pursuant to Section 409A(2)(B) of the Code, then such payments shallbe made on the date which is six (6) months after the date of the Executive’sseparation from service.  In connection with the payment of anyobligation that is delayed pursuant to this Rider, the Company shall establish anirrevocable trust to hold funds to be used for payment of suchobligations.  Upon the date that suchamount would otherwise be payable, the Company shall deposit into suchirrevocable trust an amount equal to the obligation.  However, notwithstanding the establishment ofthe irrevocable trust, the Company’s obligations under the Agreement upon theExecutive’s termination of employment shall constitute a general, unsecuredobligation of the Company and any amount payable to the Executive shall be paidsolely out of the Company’s general assets, and the Executive shall have noright to any specific

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assets of theCompany.  The funds, if any, contained orcontributed to the irrevocable trust shall remain available for the claims ofthe Company’s general creditors.

12.           Headings.  The section headings hereof have beeninserted for convenience of reference only and shall not be construed to affectthe meaning, construction or effect of this Agreement.

13.           GoverningLaw.  The provisions of thisAgreement shall be construed and interpreted in accordance with the internallaws of the State of California as at the time in effect.

14.           Entire Agreement.  This Agreement constitutes the entireagreement and supersedes all other prior agreements (including the Prior EmploymentAgreement) and undertakings, both written and oral, among Executive and theCompany, with respect to the subject matter hereof.

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**IN WITNESS WHEREOF**, thisAgreement shall be effective as of the date specified in the first paragraph ofthis Agreement.
| Signed February 21, 2007 |   |
|--------------------------|--------|
|                     |   |   |   |
|                          |   |   | LTC PROPERTIES, INC., a Maryland corporation |
|                     |   |   |   |
|                     |   |   |   |
|                     |   |   | /s/ Andre  Dimitriadis |
|                     |   |   | Andre C.  Dimitriadis, Chairman |
|                     |   |   |   |
|                     |   |   |   |
|                     |   | By:   | /s/ Timothy  Triche |
|                     |   |   | Compensation  Committee Representative |
|                     |   |   |   |
|                     |   |   |   |
|                     |   |   | Executive: |
|                     |   |   |   |
|                     |   |   | /s/ Wendy  Simpson |
|                     |   |   | Wendy Simpson |

 

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EXHIBIT A

**LTC PROPERTIES, INC.****FIRST AMENDMENT TO THE 2007 RESTRICTED STOCK AGREEMENT**

**LTC PROPERTIES, INC.**, a Marylandcorporation (the “Corporation”), and **WENDY SIMPSON**,an employee of the Corporation (the “Grantee”), for good and valuableconsideration the receipt and adequacy of which are hereby acknowledged andintending to be legally bound hereby, agree as follows:

1.                                       RestrictedStock Award.  This Agreement is theFirst Amendment to the 2007 Restricted Stock Agreement referred to in the FirstAmendment to the Amended and Restated Employment Agreement, dated as ofFebruary 21, 2007, between the Corporation and Grantee (“2007 EmploymentAgreement”).  The Corporation herebyconfirms the award to the Grantee, effective March 1, 2007 (the “Date of Award”),of forty thousand (40,000) shares of the Corporation’s Common Stock, $.01 parvalue (the “2007 Restricted Stock”), under and subject to the terms andconditions of the Corporation’s 1998 Equity Participation Plan (the “Plan”) andthis Agreement.  The Plan is incorporatedby reference and made a part of this Agreement as though set forth in fullherein.  Terms which are capitalized butnot defined in this Agreement have the same meaning as in the Plan unless thecontext otherwise requires.  As of theDate of Award, the Grantee will be a stockholder of the Corporation withrespect to the 2007 Restricted Stock and will have all the rights of astockholder with respect to the 2007 Restricted Stock, including the right tovote the 2007 Restricted Stock and to receive all dividends and otherdistributions paid with respect thereto, subject to the restrictions of thePlan and this Agreement.

2.                                       Acceptanceof Restricted Stock Award.  TheGrantee accepts the 2007 Restricted Stock Award confirmed by this Agreement,acknowledges having received a copy of the Plan and agrees to be bound by theterms and provisions of the Plan, as the Plan may be amended from time to time;provided, however, that no alteration, amendment, revocation or termination ofthe Plan shall, without the written consent of the Grantee, adversely affectthe rights of the Grantee with respect to the 2007 Restricted Stock.

3.                                       Restrictions

A.            Grantee shall not sell, exchange,assign, alienate, pledge, hypothecate, encumber, charge, give, transfer or otherwisedispose of, either voluntarily or by operation of law, any shares of the 2007Restricted Stock, or any rights or interests appertaining to the 2007Restricted Stock, prior to the lapse of the restrictions set forth herein asprovided in Section 3(D) below with respect to such shares.

B.            As of the Date of Award,certificates representing the shares of the 2007 Restricted Stock will beissued in the name of the Grantee and held by the Corporation in escrow untilthe lapse of restrictions set forth herein as provided in Section 3(D) belowwith respect to such shares.

C.            The Grantee understands theprovisions of Article 7.2 of the Plan to the effect that the obligation of theCorporation to issue shares of Common Stock under the Plan is subject to (i)the effectiveness of a registration statement under the Securities Act

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of 1933, as amended, ifdeemed necessary or appropriate by counsel for the Corporation, (ii) thecondition that the shares shall have been listed (or authorized for listingupon official notice of issuance) upon each stock exchange, if any, on whichthe Common Stock may then be listed, and (iii) any other applicable laws,regulations, rules and orders which may then be in effect.

The certificate orcertificates representing the shares to be issued or delivered hereunder maybear any legends required by any applicable securities laws and may reflect anytransfer or other restrictions imposed by the Plan, and the Corporation may atsome time issue to the stock transfer agent appropriate stop-transferinstructions with respect to such shares. In addition, also as a condition precedent to the issuance or deliveryof shares, the Grantee may be required to make certain other representationsand warranties and to provide certain other information to enable theCorporation to comply with the laws, rules, regulations and orders specifiedunder the first sentence of this Section 3(C) and to execute a joinder to anyshareholders’ agreement of the Corporation, in the form provided by theCorporation, pursuant to which the transfer of shares received under the Planmay be restricted.

D.            The restrictions applicable to the2007 Restricted Stock granted hereunder shall lapse and expire as to 13,333shares on March 1, 2008, as to 13,333 shares on March 1, 2009 and as to 13,334shares on March 1, 2010.

4.                                       Withholdingof Taxes.  The Grantee will beadvised by the Corporation as to the amount of any Federal income or employmenttaxes required to be withheld by the Corporation on the compensation incomeresulting from the award of or lapse of restrictions on the 2007 RestrictedStock.  The timing of the withholdingwill depend on whether the Grantee makes an election under Section 83(b) of theCode.  State, local or foreign income oremployment taxes may also be required to be withheld by the Corporation on anycompensation income resulting from the award of the 2007 Restricted Stock.  The Grantee will pay any taxes required to bewithheld directly to the Corporation upon request.

If the Grantee does notpay any taxes required to be withheld directly to the Corporation within tendays after any request as provided above, the Corporation may withhold suchtaxes from any other compensation to which the Grantee is entitled from theCorporation.  The Grantee will hold theCorporation harmless in acting to satisfy the withholding obligation in thismanner if it becomes necessary to do so.

5.                                       Interpretationof Plan and Agreement.  ThisAgreement is the agreement referred to in Article 3.1 of the Plan.  If there is any conflict between the Plan andthis Agreement, the provisions of the Plan will control.  Any dispute or disagreement which arisesunder or in any way relates to the interpretation or construction of the Planor this Agreement will be resolved by the Administrator and the decision of theAdministrator will be final, binding and conclusive for all purposes.

6.                                       Effectof Agreement on Rights of Corporation and Grantee.  This Agreement does not confer any right onthe Grantee to continue in the employ of the Corporation or interfere

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in any way with therights of the Corporation to terminate the employment of the Grantee.

7.                                       BindingEffect.  This Agreement will bebinding upon the successors and assigns of the Corporation and upon the legalrepresentatives, heirs and legatees of the Grantee.

8.                                       EntireAgreement.  This Agreementconstitutes the entire agreement between the Corporation and the Grantee andsupersedes all prior agreements and understandings, oral or written, betweenthe Corporation and the Grantee with respect to the subject matter of thisAgreement.

9.                                       Amendment.  This Agreement may be amended only by awritten instrument signed by the Corporation and the Grantee.

10.                                 SectionHeadings.  The Section headingscontained in this Agreement are for reference purposes only and will not affectin any way the meaning or interpretation of any of the provisions of thisAgreement.

11.                                 GoverningLaw and Jurisdiction.  This Agreementwill be governed by, and construed and enforced in accordance with, the laws ofthe State of California.

**IN WITNESS WHEREOF**, theCorporation and the Grantee have executed this Agreement as of the Date ofAward.
| ** ** | **LTC PROPERTIES, INC.**                 |
|------------|------------------------------------------|
| ** ** | ** **                               |
|       | By:                                      |   |
|       | Name:                                    |
|       | Title: Chairman,  Compensation Committee |
|       |                                     |
| ** ** | **GRANTEE:**                             |
| ** ** | ** **                               |
|       |                                     |
|       | Wendy Simpson                            |

 

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