**EXHIBIT 10.9**

**AMENDED ANDRESTATED EMPLOYMENT AGREEMENT**

This Employment Agreement(the “Agreement”), effective as of December 5, 2006, is by and between **LTC Properties, Inc.**, a corporationorganized under the laws of the State of Maryland (“LTC” or the “Company”), and**Pamela Shelley-Kessler (“Executive”)**.

NOW THEREFORE, for goodand valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto agree as follows:

1.             Appointment, Title and Duties. LTC hereby employs Executive to serve as its Vice President and Controller.  In such capacity, Executive shall report tothe Chief Financial Officer of the Company, and shall have such duties, powersand responsibilities as are customarily assigned to a Vice President and Controllerof a publicly held corporation, but shall also be responsible to the Board ofDirectors and to any committee thereof. In addition, Executive shall have such other duties and responsibilitiesas the Chief Financial Officer may assign her, with her consent, includingserving with the consent or at the request of the Chief Executive Officer as anofficer or on the board of directors of affiliated corporations.

2.             Term of Agreement.  The term ofthis Agreement shall commence as of the date hereof and shall extend such thatat each and every moment of time hereafter the remaining term shall be one year.

3.             Acceptance of Position.  Executiveaccepts the position of Vice President and Controller of LTC, and agrees thatduring the term of this Agreement she will faithfully perform her duties and,except as expressly approved by the Board of Directors of LTC, will devotesubstantially all of her business time to the business and affairs of LTC, andwill not engage, for her own account or for the account of any other person orentity, in a business which competes with LTC. It is acknowledged and agreed that Executive may serve as an officerand/or director of companies in which LTC owns voting or non-voting stock.  In addition, it is acknowledged and agreedthat Executive may, from time to time, serve as a member of the board ofdirectors of other companies, in which event the Board of Directors of LTC mustexpressly approve such service pursuant to a Board resolution maintained in theCompany’s minute books.  Any compensationor remuneration which Executive receives in consideration of her service on theboard of directors of other companies shall be the sole and exclusive propertyof Executive, and LTC shall have no right or entitlement at any time to anysuch compensation or remuneration.

4.             Salary and Benefits.  During theterm of this Agreement:

(a)           LTC shall pay to Executive a base salaryat an annual rate of not less than One Hundred Sixty Five Thousand Dollars ($165,000)per annum (“Base Salary”), paid in approximately equal installments atintervals 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 

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Executive’s base salaryshall not be less than the annual amount to which such base salary has beenincreased.

(b)           Executive shall participate in all health, retirement,Company-paid insurance, sick leave, disability, expense reimbursement andother benefit programs which LTC makes available to any of its seniorexecutives, and shall be eligible for bonuses in the discretion of the Board ofDirectors.

(c)           Executive shall be entitled to reasonablevacation time, not less than four (4) weeks per year, provided that not morethan two (2) weeks of such vacation time may be taken consecutively withoutprior notice to and non-objection by the Compensation Committee of theBoard of Directors or, if there is no Compensation Committee, the Board ofDirectors.

5.             Certain Terms Defined.  For purposesof 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 results 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;

(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 reduction in benefits which is not part of an across-the-boardreduction in benefits of all executive personnel; (iii) a direction by theBoard of Directors that Executive report to any person or group other than theChief Executive Officer and/or Chief Financial Officer or the Board ofDirectors, or (iv) a geographic relocation of Executive’s place of work adistance for more than seventy-five (75) miles from LTC’s offices located at31365 Oak Crest Drive, Suite 200, Westlake Village, CA  91361;

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(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 of termination ofemployment, the highest base salary of Executive in the then current fiscalyear or in any of the last four fiscal years immediately preceding such date oftermination 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 of Persons (other thanExecutive and her Related Persons, the Company or a Person that directly orindirectly controls, is controlled by, or is under common control with, theCompany) is or becomes the Beneficial Owner, directly or indirectly, ofsecurities of the Company representing 30% or more of the combined voting powerof the Company’s then outstanding securities; or

(ii)           The stockholders of the Company approve a merger orconsolidation of the Company with any other corporation (or other entity),other than a merger or consolidation which would result in the votingsecurities of the Company outstanding immediately prior thereto continuing torepresent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity) more than 66-2/3% of the combined votingpower of the voting securities of the Company or such surviving entityoutstanding 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; or

(iii)          The Stockholders of the Company approve a plan ofcomplete liquidation of the Company or an agreement for the sale or dispositionby the Company of all or substantially all of the Company’s assets; or

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

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

(i)            “Continuing Directors” means, as of anydate of determination, any member of the Board of Directors who (i) was amember of such Board of Directors on the date of the Agreement or (ii) wasnominated for election or elected to such Board of Directors with the approvalof a majority of the Continuing Directors who were members of such Board ofDirectors at the time of such nomination or election.

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

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(k)           “Person” means any individual,corporation, partnership, limited liability company, trust, association orother 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 terminated upon the earlier of(i) the voluntary resignation of Executive with or without Good Reason;(ii) Executive’s death or permanent disability; or (iii) upon thetermination of Executive’s employment by LTC for any reason at any time.  In the event of such termination, the belowprovisions of this Section 6 shall apply, and in the event of a Change in Control,whether or not Executive’s employment is terminated thereby, Section 6(b) shallapply.

(a)           If Executive’s employment by LTCterminates for any reason other than as a result of (i) a termination forCause, or (ii) a voluntary resignation by Executive without a Good Reason,or (iii) a Change in Control of the Company, then LTC shall pay Executivea lump sum severance payment equal to  her Base Salary; *provided* that if employment terminates by reason ofExecutive’s death or disability, then such salary shall be paid only to theextent the Company has available “key man” life, disability or similarinsurance relating to the death or disability of Executive;

(b)           Upon a Change in Control of the Companywhether or not Executive’s employment is terminated thereby, in lieu of theseverance payment described in Section 6(a) above, LTC shall pay Executive alump sum severance payment in cash equal to two times her Base Salary, and allstock options and/or restricted stock shall automatically vest concurrently upona Change in Control, notwithstanding any prior existing vesting schedule;

(c)           If Executive’s employment by LTCterminates for any reason, except for LTC’s termination of Executive’semployment for Cause or a voluntary resignation by Executive without a GoodReason, LTC shall offer to Executive the opportunity to participate in allCompany-provided medical and dental plans to the extent Executive electsand remains eligible for coverage under COBRA and for a maximum period ofeighteen (18) months at Company expense; *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;

(d)           In the event that Executive’s employmentterminates by reason of her death, all benefits provided in this Section 6shall be paid to her estate or as her executor shall direct, but payment may bedeferred until Executive’s executor or personal representative has beenappointed and qualified pursuant to the laws in effect in Executive’sjurisdiction of residence at the time of her death;

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(e)           LTC shall make all payments pursuant tothe foregoing subsections (a) through (d) within seven (7) days following thedate of termination of Executive’s employment or consummation of a Change inControl of the Company, as applicable;

(f)            Notwithstanding the foregoing, LTC shallhave no liability under this Section if Executive’s employment pursuant to thisAgreement is terminated by LTC for Cause or by Executive without a Good Reason;provided, however, that if Executive’s employment pursuant to this Agreement isterminated by LTC for Cause or by Executive without a Good Reason at any timeafter a Change of Control which did not result in Executive’s employment beingterminated, such post-Change of Control termination by LTC for Cause orby Executive without a Good Reason shall not affect in any way Executive’sentitlement to the lump sum severance payment described in Section 6(b) aboveor any other rights, benefits or entitlements to which Executive may beentitled as a result of such Change of Control;

7.             Tax Liability Loan.  Upon a Changein Control of the Company, whether or not Executive’s employment is terminatedas a result thereof, the Company shall offer Executive an unsecured loan in theamount necessary to fund Executive’s tax liability arising from the acceleratedvesting of restricted shares held by Executive, if any.  Such loan shall be due, in full, in ten (10)years from the date made and shall bear interest at the then-currentApplicable Federal Rate (the minimum rate necessary to avoid “unstated interest”under Section 7872 of the Code) with interest payments to be paid to theCompany annually.  Such loan shall beevidenced by a promissory note signed by, and with full recourse to, Executive.

8.             Indemnification.  LTC shallindemnify Executive and hold him harmless from and against all claims, actions,losses, damages, expense or liabilities (including expenses of defense andsettlement) (“Claim”) based upon or in any way arising from or connected withher employment by LTC, to the maximum extent permitted by law.  To the extent permitted by law, LTC shalladvance to Executive any expenses necessary in connection with the defense ofany Claim which is brought if indemnification cannot be determined to beavailable prior to the conclusion of, or the investigation of, such Claim.  The parties hereto agree that eachunderstands and has understood that notwithstanding the above-statedprovisions, nothing herein shall require LTC to hold harmless or indemnifyExecutive with respect to any Claim which is brought or asserted againstExecutive by LTC.  LTC shall investigatein good faith the availability and cost of directors’ and officers’ insuranceand shall include Executive as an insured in any directors and officersinsurance policy of such insurance it maintains.

9.             Attorney Fees.  In the eventthat any action or proceeding is brought to enforce the terms and provisions ofthis Agreement, the prevailing party shall be entitled to recover reasonableattorney fees.

10.           Notices.  All noticesand other communications provided to either party hereto under this Agreementshall be in writing and delivered by certified or registered mail to such partyat its/his address set forth below its/his signature hereto, or at such otheraddress as may be designated with postage prepaid, shall be deemed given whenreceived.

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11.           Construction.  Inconstructing this Agreement, if any portion of this Agreement shall be found tobe invalid or unenforceable, the remaining terms and provisions of thisAgreement shall be given effect to the maximum extent permitted withoutconsidering the void, invalid or unenforceable provisions.  In construing this Agreement, the singularshall include the plural, the masculine shall include the feminine and neutergenders as appropriate, and no meaning in effect shall be given to the captionsof the sections in this Agreement, which are inserted for convenience ofreference only.

12.           Headings.  The sectionheadings hereof have been inserted for convenience of reference only and shallnot be construed to affect the meaning, construction or effect of thisAgreement.

13.           Governing Law.  The provisionsof this Agreement shall be construed and interpreted in accordance with theinternal laws of the State of California as at the time in effect.

14.           Entire Agreement.  ThisAgreement constitutes the entire agreement and supersedes all other prior agreementsand undertakings, both written and oral, among Executive and the Company, withrespect to the subject matter hereof.

IN WITNESS WHEREOF, thisAgreement shall be effective as of the date specified in the first paragraph ofthis Agreement.
|          |                       |   | LTC PROPERTIES, INC.,                  |
|----------|----------------------------|--------|----------------------------------------|
|     |                       |   | a Maryland corporation                 |
|     |                       |   |                                   |
|     |                       |   |                                   |
| Address: | 31365 Oak Crest Drive,     |   |                                   |
|          | Suite 200                  |   |   /s/ Andre Dimitriadis      |
|     | Westlake Village, CA 91361 |   | Andre C. Dimitriadis                   |
|     |                       |   | Chairman and Chief Executive Officer   |
|     |                       |   |                                   |
|     |                       |   |                                   |
|     |                       | By:    |   /s/ Timothy Triche         |
|     |                       |   | Compensation Committee Representative  |
|     |                       |   |                                   |
|     |                       |   |                                   |
|     |                       |   |   /s/ Pamela Shelley-Kessler |
| Address: |                       |   | Pamela Shelley-Kessler                 |

 

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