EXHIBIT 10.3

SECOND AMENDMENT TO THE 2007 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Second Amendment to the 2007 Amended and Restated Employment Agreement (the “Agreement”) is made as of July 1, 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 ANDRE C. DIMITRIADIS (“Executive”), and amends and restates the 2007 Amended and Restated Employment Agreement dated February 6, 2007, by and between LTC and Executive (the “Prior Employment Agreement”), as amended.

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

1.              Effective Date, Appointment, Title and Duties .  The effective date of this Agreement is March 1, 2007 (“Effective Date”).  LTC hereby accepts the resignation of Executive from his position of Chief Executive Officer and hereby employs Executive to serve as its Executive Chairman of the Board, subject to the terms hereof.  In such capacity, Executive shall report to the Board of Directors of the Company, and shall have such duties, powers and responsibilities as are customarily assigned to the Executive Chairman of the Board of a publicly-held corporation.  In addition, Executive shall have such other duties and responsibilities as the Board of Directors may reasonably assign him, with his consent, including serving with the consent or at the request of the Company on the board of directors of affiliated corporations, provided that such duties are commensurate with and customary for a senior executive officer bearing Executive’s experience, qualifications, title and position.

2.              Term of Agreement .  The initial term of this Agreement shall be for a four (4) year period, commencing on the Effective Date and ending February 28, 2011.  Unless the employment hereunder shall have been terminated in accordance with the provisions hereof, the term of this Agreement shall be extended beyond February 28, 2011 such that at each and every moment of time hereafter the remaining term shall not be less than four (4) years.  For purposes of this Agreement, a resignation by Executive which is for “Good Reason,” as described in Section 5 below shall not constitute a termination of this Agreement.

3.              Acceptance of Position .  Executive accepts the position of Executive Chairman of the Board of LTC, and agrees that during the term of this Agreement he will faithfully perform his duties.  Executive will devote approximately two full business days per week to the business and affairs of LTC.  During the term of his employment by LTC, Executive will not engage, for his own account or for the account of any other person or entity, in a business which competes with LTC.  It is acknowledged and agreed that Executive may serve as an officer and/or director of companies in which LTC owns voting or non-voting stock.  In addition, it is acknowledged and agreed that Executive may, from time to time, serve as a member of the board of directors of other companies without the consent of LTC, provided that Executive will disclose such other board memberships to the LTC board of directors.  Any compensation or remuneration which Executive receives in consideration of his service on the board of directors of other companies or for other non-competitive activities outside of his service hereunder shall be the sole and exclusive property of Executive, and LTC shall have no right or entitlement at any time to any such compensation or remuneration.

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

(a)            LTC shall pay to Executive a base salary at an annual rate of not less than Two Hundred Forty Thousand Dollars ($240,000) per annum, paid in approximately equal installments at intervals based on any reasonable Company policy.  LTC agrees from time to time to consider increases in such base salary in the discretion of the Board of Directors.  Any increase, once granted, shall automatically amend this Agreement to provide that thereafter Executive’s base salary shall not be less than the annual amount to which base salary has been increased.

(b)            During the term hereof, Executive shall participate in all health, retirement, Company-paid insurance, sick leave, disability, expense reimbursement and other benefit programs which LTC makes available to any of its senior executives from time to time.

(c)            Health Insurance Benefits .  LTC shall provide to Executive and his two daughters LTC health insurance benefits, of a type and nature no less favorable to Executive than the health insurance benefits made available by LTC to Executive and to LTC’s other senior executives at the time of the execution of this Agreement, for so long as Executive is employed hereunder and for the lifetime of the Executive, provided that the Company may terminate such health insurance for Executive’s two daughters at such time as they attain the  age of twenty-two (22) years.  The benefits described in the preceding sentence shall be referred to herein as Executive’s “Health Insurance Benefits”.

(i)             In the event LTC ceases to offer health insurance coverage to its senior executives or LTC elects in its sole discretion to discontinue providing Executive with Executive’s Health Insurance Benefits, LTC shall have the option (a) at the Company’s expense, to purchase health insurance coverage no less favorable to Executive than Executive’s Health Insurance Benefits, or (b) terminate all further Health Insurance Benefits to Executive and in lieu thereof make a one time payment of Two Hundred Fifty Thousand Dollars ($250,000) to Executive (a “Health Insurance Buyout”).

(ii)          In order to effect a Health Insurance Buyout,  LTC shall give no less than sixty (60) days’ prior written notice to Executive that LTC has elected to terminate Executive’s Health Insurance Benefits.  Such notice shall not be effective 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 Fifty Thousand Dollars ($250,000).

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(iii)           Executive’s rights to the benefits set forth in this Section 4(c) and the subsections of this Section 4(c) shall vest in equal installments over 10 months (i.e., March 31, 2007 through December 31, 2007) and such vested Health Insurance Benefits shall survive any termination or expiration of this Agreement and the termination of Executive’s employment, regardless of whether such termination is by the Executive or by the Company and regardless of whether such termination is for any or no reason or with or without Good Reason or Cause.

(d)            Executive shall be eligible to participate in any LTC incentive stock option or bonus plan offered by LTC to its senior Executives, subject to the terms thereof and the discretion of the Board of Directors.

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

(f)             The Company and Executive are parties to Restricted Stock Agreements dated March 12, 1999 and December 7, 2005 between the Company and Executive (the “RS Agreements).  As set forth in the RS Agreements, Executive has previously been awarded certain restricted stock awards (the “Prior RSA’s”) under the LTC Properties, Inc. 1998 Equity Participation Plan and the LTC Properties, Inc. 2004 Restricted Stock Plan.  As of the execution of this Agreement, an aggregate of fifty-four thousand nine hundred sixty (54,960) shares of the Prior RSA’s  remain subject to certain restrictions, which restrictions lapse, among other things, with the passage of time.  The RS Agreements are hereby deemed modified and amended as of the Effective Date to provide that (i) no prior existing schedule for the lapsing of such restrictions shall have any further force and effect, and (ii) all restrictions applicable to such shares shall lapse on 5,496 shares each on the last day of each month beginning March 31, 2007 and ending December 31, 2007.

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 written opinion of a licensed physician selected by the Board of Directors in good faith, has rendered Executive unable to perform the duties of Executive Chairman of the Board of LTC for a period of sixty (60) days or more and, in the written opinion of such physician, the condition will continue for an indefinite period of time, rendering Executive unable to return to his duties.

(b)            A termination of Executive’s employment by LTC shall be deemed for “Cause” if, and only if, it is based upon (i) conviction of a felony; (ii) material disloyalty to the Company such as embezzlement, misappropriation of corporate assets or, except as provided in Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) the engaging in unethical or illegal behavior which is of a public nature, brings LTC into disrepute, and results in material damage to the Company.  The Company shall have the right to suspend Executive, with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried.  Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred.

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(c)            A resignation by Executive shall not be deemed to be voluntary and shall be deemed to be a resignation with “Good Reason” if it is based upon (i) a diminution in Executive’s title (except as permitted in Section 6(d) of this Agreement), duties, or salary; (ii) a material reduction in benefits; (iii) a direction by the Board of Directors that Executive report to any person or group other than the Board of Directors, or (iv) a geographic relocation of Executive’s place of work a distance of more than fifty (50) miles from LTC’s offices located 31365 Oak Crest Drive, Suite 200, Westlake Village, CA  91361.  Executive’s statement that a resignation was based upon one of the events stated in this section shall be conclusive and binding for purposes of this Agreement if the resignation occurs within twelve (12) months following the event.

(d)            “Affiliate” means the Company’s successors, any Person whose actions result in a Change in Control or any corporation affiliated (or which, as a result of the completion of the transactions causing a Change in Control shall become affiliated) with the Company within the meaning of Section 1504 of the Code.

(e)            “Base Salary” means, as of any date of termination of employment, the highest base salary of Executive in the then current fiscal year or otherwise in effect at any time subsequent to the Effective Date.

(f)             “Beneficial Owner” shall have the meaning given 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 than Executive and his Related Persons, the Company or a Person that directly or indirectly controls, is controlled by, or is under common control with, the Company) is or become