SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 
            This Second Amended and Restated Employment Agreement (the
"Agreement") is made as of March 26, 1999, 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
Amended and Restated Employment Agreement dated June 30, 1998, by and between
LTC and Executive (the "Prior Employment Agreement"), and is effective as of
March 26, 1999.
 
      NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
 
            1. Appointment, Title and Duties. LTC hereby employs Executive to
serve as its Chairman of the Board and Chief Executive Officer. 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 Chairman of the Board and Chief Executive Officer of a publicly-held
corporation. In addition, Executive shall have such other duties and
responsibilities as the Board of Directors may 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.
 
            2. Term of Agreement. The initial term of this Agreement shall be
for a four (4) year period, ending March 26, 2003. Unless the employment
hereunder shall have been terminated in accordance with the provisions hereof,
the term of this Agreement shall be extended beyond March 26, 2003, such that at
each and every moment of time hereafter the remaining term shall not be less
than four (4) years.
 
            3. Acceptance of Position. Executive accepts the position of
Chairman of the Board and Chief Executive Officer of LTC, and agrees that during
the term of this Agreement he will faithfully perform his duties and, except as
expressly approved by the Board of Directors of LTC, will devote substantially
all of his business time to the business and affairs of LTC, and 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, in which event the Board of Directors of LTC must expressly approve
such service pursuant to a Board resolution maintained in the Company's minute
books. Any compensation or remuneration which Executive receives in
consideration of his service on the board of directors of other companies 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 Four Hundred Thousand Dollars ($400,000) 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 such base salary has been increased.
 
 
                                        1
<PAGE>
 
                  b. 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, and shall be eligible for bonuses in the discretion of the
      Board of Directors.
 
                  c. 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.
 
            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 Chairman of the
      Board and Chief Executive Officer 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 permitted pursuant to
      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.
 
                  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, duties, or salary;
      (ii) a reduction in benefits which is not part of an across-the-board
      reduction in benefits of all senior executive personnel; (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 seventy five (75) miles
      from LTC's offices located at 300 Esplanade Drive, Suite 1860, Oxnard,
      California. It shall also constitute Good Reason for Executive to resign
      his employment if the shareholders of LTC shall fail to elect or reelect
      him to the Board of Directors of LTC, unless he declines to be elected to
      such Board of Directors.
 
                  d. "Affiliate" means with respect to any Person, a Person
      who, directly or indirectly, through one or more intermediaries, controls,
      is controlled by or is under common control, with the Person specified.
 
                  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 in any of the last four fiscal years immediately preceding
      such date of termination of employment.
 
 
                                        2
<PAGE>
 
                  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 becomes the Beneficial Owner, directly or indirectly,
      of securities of the Company representing 30% or more of the combined
      voting power of the Company's then outstanding securities; or
 
                        ii) the stockholders of the Company approve a merger or
      consolidation of the Company with any other corporation (or other entity),
      other than a merger or consolidation which would result in the voting
      securities of the Company outstanding immediately prior thereto continuing
      to represent (either by remaining outstanding or by being converted into
      voting securities of the surviving entity) more than 66-2/3% of the
      combined voting power of the voting securities of the Company or such
      surviving entity outstanding immediately after such merger or
      consolidation; provided, however, that a merger or consolidation effected
      to implement a recapitalization of the Company (or similar transaction) in
      which no Person acquires more than 30% of the combined voting power of the
      Company's then outstanding securities shall not constitute a Change in
      Control; or
 
                        iii) the stockholders of the Company approve a plan of
      complete liquidation of the Company or an agreement for the sale or
      disposition by the Company of all or substantially all of the Company's
      assets; or
 
                        iv) a majority of the members of the Board of Directors
      of the Company cease to be Continuing Directors.
 
                  h. "Code" means the Internal Revenue Code of 1986, as amended.
 
                  i. "Continuing Directors" means, as of any date of
      determination, any member of the Board of Directors who (i) was a member
      of such Board of Directors on the date of the Agreement or (ii) was
      nominated for election or elected to such Board of Directors with the
      approval of a majority of the Continuing Directors who were members of
      such Board of Directors at the time of such nomination or election.
 
                  j. "Exchange Act" means the Exchange Act of 1934, as amended.
 
                  k. "Person" means any individual, corporation, partnership,
      limited liability company, trust, association or other entity.
 
                  l. "Related Person" means any immediate family member
      (spouse, partner, parent, sibling or child whether by birth or adoption)
      of the Executive and any trust, estate or foundation, the beneficiary of
      which is the Executive and/or an immediate family member of the Executive.
 
 
                                        3
<PAGE>
 
            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 the termination of Executive's employment by LTC for any reason at
any time. In the event of such termination, the below provisions of this Section
6 shall apply.
 
                  a. If Executive's employment by LTC terminates for any reason
      other than as a result of (i) a termination for Cause, or (ii) a voluntary
      resignation by Executive without a Good Reason, or (iii) a Change in
      Control of the Company, then LTC shall pay Executive a lump sum severance
      payment equal to four times his Base Salary; provided that if employment
      terminates by reason of Executive's death or disability, then such salary
      shall be paid only to the extent the Company has available "key man" life,
      disability or similar insurance relating to the death or disability of
      Executive.
 
                  b. Upon a Change in Control of the Company whether or not
      Executive's employment is terminated thereby, in lieu of the severance
      payment described in Section 6(a) above, LTC shall pay Executive a lump
      sum severance payment in cash equal to $5.0 million;
 
                  c. If Executive's employment by LTC terminates for any
      reason, except for LTC's termination of Executive's employment for Cause
      or a voluntary resignation by Executive without a Good Reason, LTC shall
      offer to Executive the opportunity to participate in all Company-provided
      medical and dental plans to the extent Executive elects and remains
      eligible for coverage under COBRA and for a maximum period of eighteen
      (18) months at Company expense; provided, however, in the event
      Executive's employment by LTC terminates upon a Change in Control of the
      Company, then Executive shall not be given the opportunity to participate
      in any of such medical and dental plans except to the extent required by
      law.
 
                  d. In the event that Executive's employment terminates by
      reason of his death, all benefits provided in this Section 6 shall be paid
      to his estate or as his executor shall direct, but payment may be deferred
      until Executive's executor or personal representative has been appointed
      and qualified pursuant to the laws in effect in Executive's jurisdiction
      of residence at the time of his death.
 
                  e. LTC shall make all payments pursuant to the foregoing
      subsections (a) through (d) within seven (7) days following the date of
      termination of Executive's employment or consummation of a Change in
      Control of the Company, as applicable.
 
                  f. LTC shall have no liability under this Section if
      Executive's employment pursuant to this Agreement is terminated by LTC for
      Cause or by Executive without a Good Reason; provided, however, that if
      Executive's employment pursuant to this Agreement is terminated by LTC for
      Cause or by Executive without a Good Reason at any time after a Change of
      Control which did not result in Executive's employment being terminated,
      such post-Change of Control termination by LTC for Cause or by Executive
      without a Good Reason shall not affect in any way Executive's entitlement
      to the lump sum severance payment described in Section 6(b), above or any
      other rights, benefits or entitlements to which Executive may be entitled
      as a result of such Change of Control.
 
 
                                        4
<PAGE>
 
                  g. Gross-Up.
 
                        i) If it shall be determined that any payment,
      distribution or benefit received or to be received by Executive from the
      Company (whether payable pursuant to the terms of this Agreement or any
      other plan, arrangements or agreement with the Company or an Affiliate (as
      defined above) ("Payments") would be subject to the excise tax imposed by
      Section 4999 of the Code (the "Excise Tax"), then Executive shall be
      entitled to receive an additional payment (the "Excise Tax Gross-Up
      Payment) in an amount such that the net amount retained by Executive,
      after the calculation and deduction of any Excise Tax on the Payments and
      any federal, state and local income taxes and excise tax on the Excise Tax
      Gross-Up Payment provided for in this Section 6(g), shall be equal to the
      Payments. In determining this amount, the amount of the Excise Tax
      Gross-Up Payment attributable to federal income taxes shall be reduced by
      the maximum reduction in federal income taxes that could be obtained by
      the deduction of the portion of the Excise Tax Gross-Up Payment
      attributable to state and local income taxes. Finally, the Excise Tax
      Gross-Up Payment shall be reduced by income or excise tax withholding
      payments made by the Company or any Affiliate of either to any federal,
      state or local taxing authority with respect to the Excise Tax Gross-Up
      Payment that was not deducted from compensation payable to Executive.
 
                        ii) All determinations required to be made under this
      Section 6(g), including whether and when an Excise Tax Gross-Up Payment is
      required and the amount of such Excise Tax Gross-Up Payment and the
      assumptions to be utilized in arriving at such determination, except as
      specified in Section 6(g)(i) above, shall be made by the Company's
      independent auditors (the "Accounting Firm"), which shall provide detailed
      supporting calculations both to the Company and Executive within 15
      business days after the Company makes any Payments to Executive. Such
      determination of tax liability made by the Accounting Firm shall be
      subject to review by Executive's tax advisor and, if Executive's tax
      advisor does not agree with such determination reached by the Accounting
      Firm, then the Accounting Firm and Executive's tax advisor shall jointly
      designate a nationally recognized public accounting firm, which shall make
      such determination. All reasonable fees and expenses of the accountants
      and tax advisors retained by either Executive or the Company shall be
      borne by the Company. Any Excise Tax Gross-Up Payment, as determined
      pursuant to this Section 6(g), shall be paid by the Company to Executive
      within five days after the receipt of such determination. Any
      determination by a jointly designated public accounting firm shall be
      binding upon the Company and Executive.
 
                        iii) As a result of the uncertainty in the application
      of Subsection 4999 of the Code at the time of the initial determination
      hereunder, it is possible that Excise Tax Gross-Up Payments will not have
      been made by the Company that should have been made consistent with the
      calculations required to be made hereunder ("Underpayment"). In the event
      that Executive thereafter is required to make a payment of any Excise Tax,
      any such Underpayment calculated in accordance with and in the same manner
      as the Excise Tax Gross-Up Payment in Section 6(g)(i) above shall be
      promptly paid by the Company to or for the benefit of Executive. In the
      event that the Excise Tax Gross-Up Payment exceeds the amount subsequently
      determined to be due, such excess shall constitute a loan from the Company
      to Executive payable on the fifth day after demand by the Company
      (together with interest at the rate provided in Section 1274(b)(2)(B) of
      the Code).
 
            7. Tax Liability Loan. Upon a Change in Control of the Company, 
whether or
 
 
                                        5
<PAGE>
 
not Executive's employment is terminated as a result thereof, the Company shall
offer Executive an unsecured loan in the amount necessary to fund Executive's
tax liability arising from the accelerated vesting 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-current Applicable Federal Rate
(the minimum rate necessary to avoid "unstated interest" under Section 7872 of
the Code) with interest payments to be paid to the Company annually. Such loan
shall be evidenced by a promissory note signed by, and with full recourse to,
Executive.
 
            8. Indemnification. LTC shall indemnify Executive and hold him
harmless from and against all claims, actions, losses, damages, expense or
liabilities (including expenses of defense and settlement) ("Claim") based upon
or in any way arising from or connected with his employment by LTC, to the
maximum extent permitted by law. To the extent permitted by law, LTC shall
advance to Executive any expenses necessary in connection with the defense of
any Claim which is brought if indemnification cannot be determined to be
available prior to the conclusion of, or the investigation of, such Claim. The
parties hereto agree that each understands and has understood, at all times
under all prior employment agreements between LTC and Executive, that
notwithstanding the above-stated provisions, nothing herein shall require LTC to
hold harmless or indemnify Executive with respect to any Claim which is brought
or asserted against Executive by LTC. LTC shall investigate in good faith the
availability and cost of directors' and officers' insurance and shall include
Executive as an insured in any policy of such insurance it maintains.
 
            9. Attorney Fees. In the event that any action or proceeding is
brought to enforce the terms and provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys fees.
 
            10. Notices. All notices and other communications provided to
either party hereto under this Agreement shall be in writing and delivered by
certified or registered mail to such party at its address set forth below its
signature hereto, or at such other address as may be designated by such party in
a notice to the other party. Any notice, if mailed and properly addressed with
postage prepaid, shall be deemed given when received.
 
            11. Construction. In construing this Agreement, if any portion of
this Agreement shall be found to be invalid or unenforceable, the remaining
terms and provisions of this Agreement shall be given effect to the maximum
extent permitted without considering the void, invalid or unenforceable
provision. In construing this Agreement, the singular shall include the plural,
the masculine shall include the feminine and neuter genders as appropriate, and
no meaning or effect shall be given to the captions of the sections in this
Agreement, which are inserted for convenience of reference only.
 
            12. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
 
            13. Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the internal laws of the State of
California as at the time in effect.
 
            14. Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all other prior agreements (including the Prior
Employment Agreement) and undertakings, both written and oral, among Executive
and the Company, with respect to the subject matter hereof.
 
 
                                        6
<PAGE>
 
IN WITNESS WHEREOF, this Agreement has been executed on the date set forth
below, to be effective as of the date specified in the first paragraph of this
Agreement.
 
 
                                         LTC PROPERTIES, INC.,
                                         a Maryland Corporation
 
 
Address:                                 By: /s/ James J. Pieczynski
        --------------------------           -----------------------------------
                                               President and Chief
- ----------------------------------             Financial Officer
 
- ----------------------------------       Date Signed: March 26, 1999
                                                      --------------------------
 
 
                                         By: /s/ Wendy L. Simpson
                                             -----------------------------------
                                               Chairman of Compensation
                                               Committee
 
                                         Date Signed: March 26, 1999
                                                      --------------------------
 
 
Address:                                /s/ Andre C. Dimitriadis
        --------------------------      ----------------------------------------
                                               Executive
- ---------------------------------- 
                                         Date Signed: March 26, 1999            
- ----------------------------------                    --------------------------
 
 
 
 
 
                                 AMENDMENT NO. 1
                              EMPLOYMENT AGREEMENT
 
         This Amendment No. 1 ("Amendment") is effective June 23, 2000, and
amends the Second Amended and Restated Employment Agreement dated March 26, 1999
by and between LTC PROPERTIES, INC., a corporation organized under the laws of
the State of Maryland, and ANDRE DIMITRIADIS ("EXECUTIVE").
 
         Section 5, subparagraph (g)(ii) is hereby amended as follows:
 
                  Delete the words "more than 30%" and add the following in its
                  place "30% or more."
 
         The last sentence of the first paragraph of Section "6" is hereby
deleted and the following sentence is hereby added:
 
                  "In the event of such termination, the below provisions 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) shall apply."
 
         Section "6(b)" is hereby amended by deleting the semicolon and adding
the following language at the end of the sentence:
 
                  "..., and all stock options and/or restricted stock shall
                  automatically vest concurrently upon a Change in Control,
                  notwithstanding any prior existing vesting schedule;"
 
         IN WITNESS WHEREOF, this Amendment No. 1 shall be effective as of the
date specified in the first paragraph of this Amendment.
 
 
                                    LTC PROPERTIES, INC., a Maryland corporation
 
 
 
Address: 300 Esplanade St., #1860             /s/ WENDY SIMPSON
         Oxnard, CA  93030          --------------------------------------------
                                                  Wendy Simpson
                                      Vice Chairman and Chief Financial Officer
 
 
 
                                 By:          /s/
                                    --------------------------------------------
                                        Compensation Committee Representative
 
 
 
Address: 4470 Vista Del Preseas              /s/ ANDRE DIMITRIADIS
         Malibu, CA  90265          --------------------------------------------
                                                 Andre Dimitriadis
 
 
                                           1
 
</TEXT>
</DOCUMENT>
                                     7