<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>a4683513ex102.txt
<DESCRIPTION>PLACEMENT OF PREFERRED SHARES
<TEXT>
                                                                    EXHIBIT 10.2

                        [LTC PROPERTIES, INC. LETTERHEAD]

                                                                   July 15, 2004

Cohen & Steers Capital Advisors, LLC
757 Third Avenue

New York, New York  10017

            Re: PLACEMENT OF PREFERRED SHARES OF LTC PROPERTIES, INC.

Dear Sirs:

                  This letter (the "AGREEMENT") confirms our agreement to retain
Cohen & Steers Capital  Advisors,  LLC (the "PLACEMENT  AGENT") as our exclusive
agent for a period commencing on the date of this letter and terminating on July
27, 2004, unless extended by the parties,  to introduce LTC Properties,  Inc., a
Maryland  corporation  (the  "COMPANY"),  to certain  investors  as  prospective
purchasers  (the "OFFER") of up to 2,640,000  shares (the  "SECURITIES")  of the
Company's 8.0% Series F Cumulative  Preferred  Stock,  par value $0.01 per share
(the  "PREFERRED  SHARES")  (assuming the maximum number of Securities is issued
and sold). The engagement  described herein (i) may be terminated by the Company
at any  time  prior to the  Closing  (as  defined  below)  and (ii)  shall be in
accordance  with  applicable  laws and pursuant to the following  procedures and
terms and conditions:

     1. The Company will:

          (a) Cause the Company's  independent  public accountants to address to
     the  Company  and the  Placement  Agent and  deliver  to the  Company,  the
     Placement Agent and the Purchasers (as such term is defined in the Purchase
     Agreements  dated the date hereof  between  the Company and the  purchasers
     party thereto (the "PURCHASE  AGREEMENTS"))  (i) a letter or letters (which
     letters are  frequently  referred to as "comfort  letters")  dated the date
     hereof,  and (ii) if so requested by the Placement  Agent,  a  "bring-down"
     letter  delivered  the  date  on  which  the  sale  of  the  Securities  is
     consummated  pursuant to a Purchase  Agreement (such date, a "CLOSING DATE"
     and the time of such  consummation  on the  Closing  Date,  a  "CLOSING,"),
     which,  with respect to the letter referred to in clause (i) above, will be
     substantially  in the form attached  hereto as ANNEX I, and with respect to
     the letter or letters referred to in clause (ii) above, will be in form

         and substance reasonably satisfactory to the Placement Agent.

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


<PAGE>

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

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

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

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

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

     3.   (a) The Placement Agent will use  commercially  reasonable  efforts on
     behalf of the Company in  connection  with the Placement  Agent's  services
     hereunder.  No offers or sales of  Securities  shall be made to any  person
     without the prior approval of such person by the Company,  such approval to
     be at the  reasonable  discretion  of the Company.  The  Placement  Agent's
     aggregate fee for its services hereunder will be an amount equal to 2.0% of
     the gross  proceeds  received by the Company in connection  with  Preferred
     Shares  sold on the  Closing  Date (such fee  payable by the Company at and
     subject to the consummation of the Closing). The Company, upon consultation
     with the  Placement  Agent,  may  establish in the  Company's  discretion a
     minimum  aggregate  amount of  Preferred  Shares to be sold in the offering
     contemplated  hereby,  which minimum aggregate amount shall be reflected in
     the  Prospectus.  The Placement  Agent will not enter into any agreement or
     arrangement with any broker,  dealer or other person in connection with the
     placement of Preferred Shares (individually,  a "PARTICIPATING  PERSON" and
     collectively,  "PARTICIPATING  PERSONS") which will obligate the Company to
     pay additional fees or expenses to or on behalf of a  Participating  Person
     without the prior written consent of the Company,  it being understood that
     Jefferies & Company,  Inc. will be acting as settlement agent  ("SETTLEMENT
     AGENT") in connection with the Offer.

          (b) The  Company  agrees  that it will pay its own costs and  expenses
     incident to the performance of the obligations hereunder whether or not any
     Preferred  Shares are  offered or sold  pursuant  to the Offer,  including,
     without limitation, (i) the filing fees and expenses, if any, incurred with
     respect to any filing with the NYSE,  (ii) all costs and expenses  incident
     to the  preparation,  issuance,  execution and delivery of the  Securities,
     (iii)  all costs and  expenses  (including  filing  fees)  incident  to the
     preparation,  printing  and filing  under the  Securities  Act of 1933,  as
     amended (the "Act"),  of the  Registration  Statement  and the  Prospectus,
     including,  without limitation, in each case, all exhibits,  amendments and
     supplements  thereto,  (iv) all costs and expenses  incurred in  connection
     with the required  registration or qualification of the Securities issuable
     under the laws of such  jurisdictions as the Placement Agent may reasonably
     designate,  if any, (v) all costs and  expenses  incurred by the Company in
     connection  with the printing  (including  word  processing and duplication
     costs)  and  delivery  of  the   Prospectus  and   Registration   Statement
     (including,  without limitation,  any preliminary and supplemental blue sky
     memoranda) including,  without limitation,  mailing and shipping,  (vi) all
     fees and expenses  incurred in marketing the Offer,  and (vii) the fees and
     disbursements  of  Reed  Smith,  LLP,  special  securities  counsel  to the
     Company,  Ballard Spahr Andrews & Ingersoll,  LLP, special Maryland counsel
     to the Company and any other counsel to the Company, and Ernst & Young LLP,
     auditors  to the  Company.  In  addition  (without  duplication),  upon the
     Closing,  the Company  agrees to reimburse  the Placement  Agent,  from the
     proceeds of the sale of the  Securities,  for all reasonable  out-of-pocket
     expenses of the Placement  Agent in connection  with the Offer,  including,
     without  limitation,  the reasonable legal fees, expenses and disbursements
     of the  Placement  Agent's  counsel in  connection  with the Offer,  in the
     aggregate  not to exceed  $50,000  (it being  understood  that such  amount
     includes any amounts due or paid to the Settlement Agent).

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

          (d) The Placement  Agent will  indemnify and hold harmless the Company
     and each of its directors, officers, associates, affiliates,  subsidiaries,
     employees, consultants,  attorneys, agents, and each person controlling the
     Company or any of its affiliates within the meaning of either Section 15 of
     the Act or  Section 20 of the  Exchange  Act from and  against  any and all
     losses, claims, damages, liabilities, costs or expenses (and any reasonable
     legal or other expenses  incurred by such  indemnitee in  investigating  or
     defending  the same or in  giving  testimony  or  furnishing  documents  in
     response to a request of any government  agency or to a subpoena) (i) which
     are held in a final  judgment  of a court of  competent  jurisdiction  (not
     subject to further  appeal) to have arisen out of the gross  negligence  or
     willful  misconduct  of  such  Placement  Agent  or any  of its  respective
     partners,  directors,  officers,  associates,   affiliates,   subsidiaries,
     employees,  consultants,  attorneys  and agents,  and each person,  if any,
     controlling the Placement Agent or any of its affiliates within the meaning
     of Section 15 of the Act or Section 20 of the Exchange Act or (ii) relating
     to,  arising  out of or caused by any untrue  statement  or alleged  untrue
     statement of a material fact contained in the  Prospectus  Supplement or in
     any way  relating  to,  arising out of or caused by any omission or alleged
     omission to state therein a material fact required to be stated  therein or
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not  misleading,  if such statement or omission
     was made in reliance upon or in conformity  with  information  furnished in
     writing to the Company by the Placement  Agent or its  affiliates or any of
     the Purchasers,  Investment  Advisors or Broker-Dealers or their respective
     affiliates expressly for use in the Prospectus  Supplement,  or (iii) which
     result from  violations by the Placement  Agent of law or of  requirements,
     rules  or   regulations   of  federal  or  state   securities   regulators,
     self-regulatory  associations or organizations in the securities  industry,
     stock exchanges or organizations with similar functions or responsibilities
     with respect to securities brokers or dealers,  as determined by a court of
     competent   jurisdiction   or  applicable   federal  or  state   securities
     regulators, self-regulatory associations or organizations in the securities
     industry or stock exchanges or organizations, as applicable.

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

          (f) In order to  provide  for just and  equitable  contribution,  if a
     claim for  indemnification  pursuant to this  paragraph 4 is made but it is
     found in a final judgment by a court of competent jurisdiction (not subject
     to further  appeal) that such  indemnification  may not be enforced in such
     case,   even   though  the   express   provisions   hereof   provided   for
     indemnification  in such case,  then the Company,  on the one hand, and the
     Placement Agent, on the other hand, shall contribute to the losses, claims,
     damages,  liabilities  or costs to which  the  indemnified  persons  may be
     subject in accordance with the relative benefits received from the offering
     and  sale  of the  Securities  by the  Company,  on the one  hand,  and the
     Placement  Agent, on the other hand (it being understood that, with respect
     to the Placement Agent, such benefits received are limited to fees actually
     paid by the Company and received by the  Placement  Agent  pursuant to this
     Agreement),  and also the relative  fault of the Company,  on the one hand,
     and the  Placement  Agent,  on the  other  hand,  in  connection  with  the
     statements,  acts or  omissions  which  resulted  in such  losses,  claims,
     damages,  liabilities or costs, and any relevant  equitable  considerations
     shall  also  be  considered.  No  person  found  liable  for  a  fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to  contribution  from any person who is not also found liable for
     such  fraudulent  misrepresentation.  Notwithstanding  the  foregoing,  the
     Placement  Agent shall not be obligated to contribute any amount  hereunder
     that  exceeds the fees  received by the  Placement  Agent in respect to the
     offering and sale of the Preferred Shares.

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

          (a) The Company meets the  requirements  for use of Form S-3 under the
     Act and meets the  requirements  pursuant to the standards for such Form as
     (i) are in effect on the date hereof and (ii) as were in effect immediately
     prior to October 21, 1992. The Company's Registration Statement (as defined
     below) was declared effective by the SEC (as defined below) and the Company
     has filed such  post-effective  amendments thereto as may be required under
     applicable  law  prior to the  execution  of this  Agreement  and each such
     post-effective  amendment became effective.  The SEC has not issued, nor to
     the  Company's  knowledge,  has the SEC  threatened  to issue or intends to
     issue, a stop order with respect to the Registration Statement,  nor has it
     otherwise  suspended or withdrawn  the  effectiveness  of the  Registration
     Statement  or, to the  Company's  knowledge,  threatened  to do so,  either
     temporarily or permanently, nor, to the Company's knowledge, does it intend
     to do so. On the effective date, the Registration Statement complied in all
     material  respects  with  the  requirements  of the Act and the  rules  and
     regulations promulgated under the Act (the "REGULATIONS"); at the effective
     date the Basic Prospectus (as defined below)  complied,  and at the Closing
     the Prospectus will comply,  in all material respects with the requirements
     of the Act and  the  Regulations;  each  of the  Basic  Prospectus  and the
     Prospectus  as of its date and at the  Closing  Date did not,  does not and
     will not contain an untrue  statement of a material fact or omit to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements   therein   not   misleading;   PROVIDED,   HOWEVER,   that  the


<PAGE>

     representations  and  warranties  in this  subsection  shall  not  apply to
     statements in or omissions from the Prospectus made in reliance upon and in
     conformity  with  information  furnished  to the  Company in writing by the
     Placement  Agent  or  its  affiliates  or by or on  behalf  of  any  of the
     Purchasers,   Investment   Advisors  or  Broker-Dealers  or  any  of  their
     respective affiliates,  in each case, expressly for use therein. As used in
     this  Agreement,  the  term  "REGISTRATION  STATEMENT"  means  the  "shelf"
     registration  statement  on Form S-3 (File  No.  333-113847),  as  declared
     effective by the Securities and Exchange Commission (the "SEC"),  including
     exhibits,  financial  statements,  schedules and documents  incorporated by
     reference  therein.  The  term  "BASIC  PROSPECTUS"  means  the  prospectus
     included in the Registration  Statement, as amended, or as supplemented and
     filed with the SEC  pursuant to Rule 424 under the Act in  connection  with
     the sale of the  Securities  hereunder.  The term  "PROSPECTUS  SUPPLEMENT"
     means the  prospectus  supplement  specifically  relating to the  Preferred
     Shares as to be filed  with the SEC  pursuant  to Rule 424 under the Act in
     connection  with the sale of the Preferred  Shares.  The term  "PROSPECTUS"
     means the Basic  Prospectus and the Prospectus  Supplement  taken together.
     The term "PRELIMINARY  PROSPECTUS" means any form of preliminary prospectus
     used in connection  with the marketing of the Preferred  Shares,  including
     the  preliminary  prospectus  supplement  dated as of July 15, 2004 and the
     Basic  Prospectus used with any such preliminary  prospectus  supplement in
     connection  with the  marketing of the Preferred  Shares.  Any reference in
     this  Agreement  to  the  Registration  Statement.  the  Prospectus  or any
     preliminary  prospectus  shall  be  deemed  to  refer  to and  include  the
     documents  incorporated  by reference  therein as of the date hereof or the
     date of the Prospectus or any preliminary  prospectus,  as the case may be,
     and any reference herein to any amendment or supplement to the Registration
     Statement,  the Prospectus or any preliminary prospectus shall be deemed to
     refer to and  include any  documents  filed after such date and through the
     date  of  such  amendment  or  supplement  under  the  Exchange  Act and so
     incorporated by reference.

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

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

          (d) As of the date hereof, the authorized capital stock of the Company
     consisted  of  45,000,000  Common  Stock,  par value  $0.01 per share  (the
     "COMMON STOCK"),  and 15,000,000 shares of Preferred Stock, par value $0.01
     per share,  of which  19,652,947  Common  Stock,  2,000,000  shares of 8.5%
     Series C Cumulative  Convertible  Preferred  Stock (the "SERIES C PREFERRED
     STOCK"), 1,394,200 shares of 8.5% Series E Cumulative Convertible Preferred
     Stock (the "SERIES E PREFERRED  STOCK") and  4,000,000  shares of Preferred
     Shares are issued and outstanding as of such date (without giving effect to
     any  Preferred  Shares  issued  or to be  issued  as  contemplated  by this
     Agreement or the  application of the proceeds of the offering  contemplated
     hereby) and 6,800,000  preferred  shares are authorized,  unclassified  and
     unissued of which  2,640,000  will be designated  as  additional  Preferred
     Shares.  There are 805,800  shares of classified  Series E Preferred  Stock
     which  have  been  converted  into  Common  Stock  and  are  available  for
     reclassification as authorized and unissued preferred stock. The issued and
     outstanding  shares of the Company  have been duly  authorized  and validly
     issued and are fully paid and non-assessable; the Securities have been duly
     authorized,  and when issued in  accordance  with the terms of the Articles
     Supplementary (as defined below) and delivered as contemplated hereby, will
     be validly issued, fully paid and non-assessable; the Preferred Shares, the
     Common  Stock and the  Series  C, E and F  Preferred  Stock of the  Company
     conform to all statements relating thereto contained in the Prospectus; and
     the  issuance  of the  Securities  is not  subject to  preemptive  or other
     similar rights.

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


<PAGE>


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

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

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

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

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

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


<PAGE>

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

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

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

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

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

          (q) There is no contract,  agreement,  indenture or other  document to
     which the Company or of its  Subsidiary is a party  required to be filed as
     an exhibit to the Company's  Annual Report on Form 10-K for the fiscal year
     ended December 31, 2003 or any subsequent Exchange Act filings prior to the
     date hereof that has not been so filed as required.


<PAGE>

     5. The Placement  Agent  represents and warrants to the Company that (i) it
is duly  registered and in good standing as a  broker-dealer  under the Exchange
Act and licensed or otherwise  qualified to do business as a broker-dealer  with
the National Association of Securities Dealers,  Inc. and in all states in which
it will offer any of the Securities  pursuant to this  Agreement,  (ii) assuming
the  Prospectus  complies with all relevant  provisions of the Act in connection
with the offer and sale of the Securities,  the Placement Agent will conduct all
offers and sales of the Securities in compliance with the relevant provisions of
the Act and the Regulations and various state  securities laws and  regulations,
(iii) the Placement Agent will only act as agent in those jurisdictions in which
it is authorized to do so and (iv) the  Placement  Agent will not  distribute to
any Purchaser, Investment Advisor or Broker-Dealer any written material relating
to the offering contemplated hereby other than the Registration  Statement,  the
Prospectus or the preliminary prospectus dated July 15, 2004.

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

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

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

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

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

                                   Sincerely,

                                   LTC PROPERTIES, INC.


                                   By:    /s/        ANDRE C. DIMITRIADIS
                                          ---------------------------------
                                          Name:      Andre C. Dimitriadis
                                          Title:     Chairman, President and
                                                     Chief Executive Officer

Accepted by:

COHEN & STEERS CAPITAL ADVISORS, LLC


By:     /s/     PETER E. PICKETTE
        ---------------------------
        Name:   Peter E. Pickette
        Title:  Managing Director

</TEXT>
</DOCUMENT>
