
Health Care REITs		Apartment/Office/ Diversified REITs
• • Cogdell Spencer, Inc.		• • Alexandria Real Estate Equities, Inc.
• • Healthcare Realty Trust, Inc.		• • BioMed Realty Trust, Inc.
• • Medical Properties Trust, Inc.		• • Hudson Pacific Properties, Inc.
• • National Health Investors, Inc.		• • Kilroy Realty Corp.
• • Nationwide Health Properties, Inc.		• • Mission West Properties, Inc.
• • Omega Healthcare Investors, Inc.		• • MPG Office Trust, Inc.
		• • PS Business Parks, Inc.
		• • Realty Income Corp.
		• • Sunstone Hotel Investors, Inc.


Named Executive Officer	2010 Base Salary		2009 Base Salary		Year over Year Increase		2011 Base Salary	2010 Base Salary		Year over Year Increase
Wendy L. Simpson	$	416,000		$	416,000	0	%	$	500,000		$	416,000	20	%
Pamela Shelley-Kessler	$	215,000		$	197,600	8.8	%	$	275,000		$	215,000	28	%
Clint B. Malin	$	180,000		$	166,400	8.2	%	$	275,000		$	180,000	53	%
T. Andrew Stokes	$	180,000		$	166,400	8.2	%	$	240,000		$	180,000	33	%


Name and Principal Position	Name and Principal Position	Year	Salary		Bonus⁽¹⁾		Stock Awards⁽²⁾		Options Awards⁽²⁾		All other Compensation⁽³⁾		Total			Year		Salary		Bonus⁽¹⁾		Stock Awards⁽²⁾		Options Awards⁽²⁾		All other Compensation⁽³⁾		Total
Andre C. Dimitriadis	Andre C. Dimitriadis	2010	$	240,000		$	—		$	—		$	—		$	6,548		$	246,548			2011		$	240,000		$	—		$	—	$	—	$	4,240	$	244,240
	Executive Chairman	2009	240,000		—		—		—		28,088		268,088
Executive Chairman		2010	240,000		—		—		—		6,548		246,548
		2008	240,000		—		—		—		18,204		258,204			2009		240,000		—		—		—		28,088		268,088
Wendy L. Simpson	Wendy L. Simpson	2010	416,000		416,000		—		—		5,149		837,149			2011		465,000		—		953,100	⁽⁴⁾		—		7,946		1,426,046
	Chief Executive Officer	2009	416,000		416,000	⁽⁸⁾		2,644,006	⁽⁸⁾		—		5,245		3,481,251
	and President	2008	408,012		—	⁽⁶⁾		416,008	⁽⁶⁾		—		6,054		830,074
Chief Executive Officer		2010	416,000		416,000		—		—		5,149		837,149
and President		2009	416,000		416,000	⁽⁶⁾		2,644,006	⁽⁶⁾		—		5,245		3,481,251
Pamela Shelley-Kessler	Pamela Shelley-Kessler	2010	207,750		135,000		805,677	⁽⁴⁾		—		13,256		1,161,683			2011		250,000		275,000	⁽⁴⁾		193,797	⁽⁴⁾		—		12,696		731,493
	Executive Vice President,	2009	197,600		90,000	⁽⁸⁾		107,606	⁽⁸⁾		—		12,339		407,545
	Chief Financial Officer	2008	193,800		75,000	⁽⁷⁾		95,997	⁽⁷⁾		—		5,026		369,823
	and Corporate Secretary
Executive Vice President,		2010	207,750		135,000		805,677	⁽⁵⁾		—		13,256		1,161,683
Chief Financial Officer and		2009	197,600		90,000	⁽⁶⁾		107,606	⁽⁶⁾		—		12,339		407,545
Corporate Secretary
Clint B. Malin	Clint B. Malin	2010	174,333		210,000		805,677	⁽⁴⁾		—		8,367		1,198,377			2011		235,417		275,000	⁽⁴⁾		193,797	⁽⁴⁾		—		5,983		710,197
	Senior Vice President	2009	166,400		90,000	⁽⁸⁾		95,004	⁽⁸⁾		—		13,097		364,501
	and Chief Investment Officer	2008	163,200		75,000	⁽⁷⁾		63,003	⁽⁷⁾		—		7,188		308,391
Senior Vice President		2010	174,333		210,000		805,677	⁽⁵⁾		—		8,367		1,198,377
and Chief Investment Officer		2009	166,400		90,000	⁽⁶⁾		95,004	⁽⁶⁾		—		13,097		364,501
T. Andrew Stokes	T. Andrew Stokes	2010	174,333		110,000		805,677	⁽⁴⁾		—		15,870		1,105,880			2011		215,000		180,000		—		—		16,117		411,117
	Senior Vice President,	2009	166,400		80,000	⁽⁸⁾		70,013	⁽⁸⁾		—		18,547		334,960
	Marketing and	2008	163,200		70,000	⁽⁷⁾		56,008	⁽⁷⁾		—		15,571		304,779
	Strategic Planning
Senior Vice President,		2010	174,333		110,000		805,677	⁽⁵⁾		—		15,870		1,105,880
Marketing and		2009	166,400		80,000	⁽⁶⁾		70,013	⁽⁶⁾		—		18,547		334,960
Strategic Planning


Named Executive Officer	Agreement Date	Agreement Term	Salary		Change of Control Severance		Termination Severance		Agreement Date		Agreement Term		Salary		Change of Control Severance	Termination Severance
Andre C. Dimitriadis⁽¹⁾	7/1/07	4-year evergreen	$	240,000		$5,000,000		Four times base salary		7/1/07		4-year evergreen		$	240,000	$5,000,000	Four times base salary
Wendy L. Simpson⁽²⁾	12/4/07	3-year evergreen	416,000		$3,000,000		Four times base salary		12/4/07		3-year evergreen		500,000		$3,000,000	Four times base salary
Pamela Shelley-Kessler	12/4/07	1-year evergreen	215,000		Two times base salary		One times base salary		12/4/07		1-year evergreen		275,000		Two times base salary	One times base salary
Clint B. Malin	12/4/07	1-year evergreen	180,000		Two times base salary		One times base salary		12/4/07		1-year evergreen		275,000		Two times base salary	One times base salary
T. Andrew Stokes	12/4/07	1-year evergreen	180,000		Two times base salary		One times base salary		12/4/07		1-year evergreen		240,000		Two times base salary	One times base salary


	Option awards		Stock awards			Option awards		Stock awards
Named Executive Officer	Number of securities underlying unexercised options exercisable		Number of securities underlying unexercised options unexercisable		Option exercise price		Option expiration date		Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested⁽¹⁾			Number of securities underlying unexercised options exercisable		Number of securities underlying unexercised options unexercisable		Option exercise price		Option expiration date		Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested⁽¹⁾
Andre C. Dimitriadis	—		—		$	—		—		—		$	—			—		—		$	—		—		—		$	—
Wendy L. Simpson	—		—		—		—		95,985	⁽⁶⁾		2,695,259			—		—		—		—		67,925	⁽⁶⁾		2,096,166
Pamela Shelley-Kessler	10,000	⁽²⁾		—		23.79		05/15/17		38,107	⁽⁷⁾		1,070,045			10,000	⁽²⁾		—		23.79		05/15/17		28,819	⁽⁷⁾		889,354
Clint B. Malin	30,000	⁽³⁾		—		23.79		05/15/17		36,343	⁽⁸⁾		1,020,511			30,000	⁽³⁾		—		23.79		05/15/17		27,858	⁽⁸⁾		859,698
	10,000	⁽⁴⁾		—		15.13		05/10/14		—					10,000	⁽⁴⁾		—		15.13		05/10/14		—		—
T. Andrew Stokes	30,000	⁽⁵⁾		—		23.47		06/08/17		35,127	⁽⁹⁾		986,366			30,000	⁽⁵⁾		—		23.47		06/08/17		27,093	⁽⁹⁾		836,090


Name	Estimated Total Value of Cash Payments- Base Salary⁽¹⁾		Estimated Total Value of Health Coverage Continuation⁽²⁾		Estimated Total Value of Equity Acceleration	Estimated Total Value of Excise Tax "Gross-Up"		Estimated Total Value of Cash Payments- Base Salary⁽¹⁾		Estimated Total Value of Health Coverage Continuation⁽²⁾	Estimated Total Value of Equity Acceleration		Estimated Total Value of Excise Tax "Gross-Up"
Andre C. Dimitriadis	$	960,000		$	250,000	$	—	$	—		$	960,000		$	250,000	$	—	$	—
Wendy L. Simpson	1,664,000		250,000		—	—		2,000,000		250,000	—		—
Pamela Shelley-Kessler	215,000		36,000		—	—		275,000		36,000	—		—
Clint B. Malin	180,000		16,000		—	—		275,000		21,000	—		—
T. Andrew Stokes	180,000		39,000		—	—		240,000		49,000	—		—


Name	Estimated Total Value of Cash Payments- Base Salary⁽¹⁾		Estimated Total Value of Health Coverage Continuation⁽²⁾		Estimated Total Value of Equity Acceleration⁽³⁾	Estimated Total Value of Excise Tax "Gross-Up"		Estimated Total Value of Cash Payments- Base Salary⁽¹⁾		Estimated Total Value of Health Coverage Continuation⁽²⁾	Estimated Total Value of Equity Acceleration⁽³⁾		Estimated Total Value of Excise Tax "Gross-Up"
Andre C. Dimitriadis	$	5,000,000		$	250,000	$	—	$	2,158,000		$	5,000,000		$	250,000	$	—	$	2,272,000
Wendy L. Simpson	3,000,000		250,000		2,695,259	1,695,000		3,000,000		250,000	2,096,166		1,378,000
Pamela Shelley-Kessler	430,000		—		1,112,945	—		550,000		—	960,054		—
Clint B. Malin	360,000		—		1,278,711	—		550,000		—	1,229,098		—
T. Andrew Stokes	360,000		—		1,124,666	—		480,000		—	1,057,790		—


Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		Option Awards⁽¹⁾	Total		Fees Earned or Paid in Cash		Stock Awards⁽¹⁾	Option Awards⁽¹⁾		Total
Boyd W. Hendrickson	$	51,900		$	25,950	$	—	$	77,850		$	49,850		$	43,050	$	—	$	92,900
Edmund C. King	54,000		25,950		—	79,950		52,050		43,050	—		95,100
Devra G. Shapiro	48,000		25,950		—	73,950		47,800		43,050	—		90,850
Timothy J. Triche	52,000		25,950		—	77,950		47,800		43,050	—		90,850


Name	Number of options outstanding		Number of unvested shares of restricted common stock outstanding			Number of options outstanding		Number of unvested shares of restricted common stock outstanding
Boyd W. Hendrickson	10,000	⁽¹⁾		1,667	⁽⁴⁾		10,000	⁽¹⁾	2,501	⁽⁴⁾
Edmund C. King	3,334	⁽²⁾		1,667	⁽⁴⁾		3,334	⁽²⁾	2,501	⁽⁴⁾
Devra G. Shapiro	15,000	⁽³⁾		3,000	⁽⁵⁾		15,000	⁽³⁾	3,167	⁽⁵⁾
Timothy J. Triche	10,000	⁽¹⁾		1,667	⁽⁴⁾		10,000	⁽¹⁾	2,501	⁽⁴⁾

Securities authorized for issuance under equity compensation plans as of December 31, ~~2010~~2011 is as follows:

Equity Compensation Plan Information

(a) (b) (c)
Equity Compensation Plan Information

(a) (b) (c)
Plan Category
Number of securities to
be issued upon exercise
of outstanding options
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
Equity compensation plans approved by security holders
~~185,334~~180,334 $ ~~23.34~~23.33 ~~333,421~~327,421
Equity compensation plans not approved by security holders
— — —

Total
~~185,334~~180,334 $ ~~23.34~~23.33 ~~333,421~~327,421

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Review, Approval or Ratification of Transactions with Related Persons
        We have adopted a written policy that addresses related person transactions requiring disclosure under Item 404 of Regulation S-K under the Securities Act. A related person of our company includes a director, a director nominee, an executive officer, a ~~shareholder~~stockholder beneficially owning a 5% voting interest in our company, or an immediate family member of any of the foregoing. Under the policy, any transaction in which a related person has a direct or indirect material interest and where the amount exceeds $120,000 must be approved by disinterested members of our Board of Directors.
        In determining whether to approve or ratify a related person transaction, our Board of Directors will take into account, whether (i) the terms are fair to our company and on the same basis generally available to an unrelated person, (ii) there are business reasons for our company to enter into the transaction, (iii) it would impair independence of an outside director, and (iv) any other factors exist that our Board deems relevant.

Transactions with Related Persons
        Since the beginning of 2007 and including any currently proposed, the only transactions within the scope of Item 404 of Regulation S-K involved Boyd W. Hendrickson, one of our independent directors. His interest in these transactions arises indirectly and as a result of serving as Chief Executive Officer of SHG.
        In December 2005, we purchased, on the open market, $10,000,000 face value of SHG Senior Subordinate Notes with a face rate of 11.0% and an effective yield of 11.1%. Our Board of Directors, with Mr. Hendrickson abstaining, ratified the purchase of SHG Senior Subordinated Notes. As a result of early redemptions by SHG in 2007, at December 31, 2010, we had a remaining investment in $6,500,000 face value of SHG Senior Subordinated Notes. During ~~2010,~~2011, we recognized approximately ~~$720,000~~$721,000 of interest income related to the SHG Senior Subordinated Notes and expect to recognize approximately ~~$721,000~~$722,000 of interest income in ~~2011~~2012 assuming no further redemptions by SHG. Interest on the notes is payable semi-annually in arrears and the notes mature on January 15, 2014.

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        In addition, during September 2007, SHG purchased the assets of Laurel Healthcare (or Laurel). One of the assets SHG purchased was Laurel's leasehold interests in the skilled nursing properties Laurel leased from us under a 15-year master lease agreement dated in February 2006. Our Board of Directors, with Mr. Hendrickson abstaining, ratified our consent to the assignment of Laurel's master

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lease to subsidiaries of SHG. The economic terms of the master lease agreement did not change as a result of our assignment of the master lease to subsidiaries of SHG. During ~~2010,~~2011, subsidiaries of SHG paid us approximately ~~$4,160,000~~$4,264,000 in rent and are expected to pay approximately ~~$4,264,000~~$4,370,000 in rent to us during ~~2011.~~2012. During ~~2010,~~2011, we recorded approximately ~~$342,000~~$238,000 of straight-line rental income from subsidiaries of SHG and expect to record approximately ~~$238,000~~$131,000 of straight-line rental income from subsidiaries of SHG in ~~2011.~~2012. At December 31, ~~2010,~~2011, the straight-line rent receivable from subsidiaries of SHG was ~~$2,822,000.~~$3,060,000.

Director Independence
        In accordance with the listing standards of the NYSE, our Corporate Governance Policies provide that:
•
A director who is, or has been within the last three years, an employee of the company, or whose immediate family member is, or has been within the last three years an executive officer of the company may not be deemed independent. Employment as an interim Chairman or Chief Executive Officer will not disqualify a director from being considered independent following that employment.

•
A director who has received, or who has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), may not be deemed independent. Compensation received by a director for former service as an interim Chairman or Chief Executive Officer and compensation received by an immediate family member for service as a non-executive employee of the company will not be considered in determining independence under this test.

•
A director who is, or whose immediate family member is, a current partner of a firm that is the company's external auditor; a director who is a current employee of such a firm; a director who has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or a director who was, or whose immediate family member was, within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the company's audit within that time may not be deemed independent.

•
A director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the company's present executive officers at the time serves or served on that company's compensation committee may not be deemed independent.

•
A director who is a current employee or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the company for property or services in an amount which, in any of the last three years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues, may not be deemed independent.
        For purposes of these guidelines, the terms:
•
"affiliate" means any consolidated subsidiary of the company and any other company or entity that controls, is controlled by or is under common control with the company, as evidenced by

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the power to elect a majority of the board of directors or comparable governing body of such entity;

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•
"executive officer" means an "officer" within the meaning of Rule 16a-1(f) under the Exchange Act; and

•
"immediate family" means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than employees) sharing a person's home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, or death or incapacitation.
        Pursuant to our Corporate Governance Policies on Director Independence, the Board undertook its annual review of director independence in ~~2010.~~2011. During this review, the Board considered transactions and relationships between each director or any member of his or her immediate family and our company and its subsidiaries and affiliates, including those within the scope of "Transactions with Related Persons" above. The Board also considered whether there were any transactions or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of our senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the director is independent.
        The Board has affirmatively determined that each of the current directors standing is independent within the meaning of our director independence standards, which reflect the NYSE director independence standards, except for Mr. Dimitriadis and Ms. Simpson. Mr. Dimitriadis and Ms. Simpson are considered inside directors because of their employment as senior executives of our company. In determining that each of the other directors is independent, the Board considered that our company owns Senior Subordinated Notes issued by SHG, a company at which Boyd W. Hendrickson, one of our independent directors, serves as the chief executive officer. During 2007, SHG purchased the assets of one of our operators and now operates skilled nursing properties under a master lease with us. The payments received from SHG did not exceed 2% of SHG's consolidated gross revenues. Mr. Hendrickson does not have a direct material interest in these transactions and his only interest arises solely from his position as Chief Executive Officer of SHG. The Board determined that this relationship did not impair Mr. Hendrickson's independence.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
        Ernst & Young LLP audited our financial statements during year ended December 31, ~~2010~~2011 and have been our auditors since our organization in May 1992. Their fees for the last two fiscal years were:

2010 2009 2011 2010
Audit Fees
$ 462,200 $ 434,200 $ 472,000 $ 462,200
Audit-Related Fees
— — — —
Tax Fees
47,000 49,300 51,600 47,000
All Other Fees
— — — —
Audit Fees
        For ~~2010~~2011 and ~~2009,~~2010, these fees represent aggregate fees billed for professional services rendered for the audit of our annual financial statements and internal control over financial reporting, the review of the financial statements included in our Quarterly Reports on Form 10-Q, advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements and work on securities and other filings with the SEC, including comfort letters and consents.
Tax Fees
        These fees represent aggregate fees billed for services rendered for tax compliance and consultation, including REIT qualification matters during ~~2010~~2011 and ~~2009.~~2010.
        All audit, audit related and tax services were pre-approved by the Audit Committee. On an annual basis the Audit Committee pre-approves specifically described audit, audit-related and tax services to be performed by Ernst & Young LLP. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve non-audit services to be performed by Ernst & Young LLP, provided that the Chair shall report any decision to pre-approve such non-audit services to the full Audit Committee at its next regular meeting.
        In accordance with Section III, Item 6 of the Audit Committee Charter, the Audit Committee reviewed the effectiveness of Ernst & Young LLP's audit effort, including approval of the scope of, and fees charged in connection with, the annual audit, quarterly reviews and any non-audit services provided. The Audit Committee concluded that the provision of the non-audit services by Ernst & Young LLP was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
        The Audit Committee Report of LTC Properties, Inc. (or company) shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.
        The Audit Committee of the Board of Directors is comprised of three independent directors as determined by the Board within the meaning of the New York Stock Exchange listing standards and operates under a written charter adopted by the Board.
        The Audit Committee has oversight of all compliance related to financial matters, Securities and Exchange Commission reporting and auditing. Additionally, it is the Audit Committee's duty to review annually the Audit Committee Charter and recommend any changes to the Board.
        The Audit Committee is appointed by the Board to assist the Board in its oversight function by monitoring, among other things, the integrity of the company's financial statements, the company's financial reporting process and the independence and performance of the independent registered public accounting firm. It is the responsibility of executive management of the company to prepare financial statements in accordance with U.S. generally accepted accounting principles and of the company's independent registered public accounting firm to audit those financial statements. The Audit Committee has the sole authority and responsibility to select, appoint, evaluate, compensate and retain, approve significant non-audit services, confirm the independence of the independent registered public accounting firm and, where appropriate, replace the independent registered public accounting firm. Additionally, the Audit Committee determines the extent of funding that the company must provide to it.
        Management is responsible for the company's internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the company's consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes.
        In this context, the Audit Committee has met and held discussions with management and Ernst & Young LLP, the company's independent registered public accounting firm. Management represented to the Audit Committee that the company's consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and Ernst & Young LLP. The Audit Committee discussed with Ernst & Young LLP matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
        In addition, the Audit Committee has received the written disclosures and the letter required by the Public Company Accounting Oversight Board's Ethic and Independence Rule 3526 (Communications with Audit Committees Concerning Independence), as amended, from Ernst & Young LLP and has discussed with Ernst & Young LLP its independence from the company and its management. Further, the Audit Committee has considered whether the non-audit services provided by Ernst & Young LLP are compatible with maintaining its independence.
        Further, the Audit Committee periodically meets with Ernst & Young LLP, without management present, to discuss the results of their examinations, the evaluations of the company's internal controls and the overall quality of the company's financial reporting.
        During the past year, the Audit Committee met with Ernst & Young LLP eight times in total and without management present three times.

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        Based on the reviews and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and set forth in the Charter, the Audit Committee recommended to the Board that the audited financial statements be included in the company's ~~2010~~2011 Form 10-K for filing with the Securities and Exchange Commission.
Audit Committee

Edmund C. King, Chair
Boyd W. Hendrickson
Devra G. Shapiro
Timothy J. Triche, M.D.

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RISK OVERSIGHT
        Management continually monitors the material risks facing our company, including financial risk, strategic risk, operational risk, and legal and compliance risk. The Board of Directors is responsible for exercising oversight of management's identification of, planning for, and managing those risks. The Board may delegate to its committees oversight responsibility for those risks that are directly related to their area of focus. Pursuant to its charter, the Audit Committee has the responsibility and duty to review the financial, investment and risk management policies followed by our company in operating its business activities. The full Board reviews risks that may be material to our company, including those detailed in the Audit Committee's reports and as disclosed in our quarterly and annual reports filed with the SEC. We believe that our leadership structure also enhances the Board's risk oversight function. Due to his knowledge of our company and industry, our Executive Chairman is well-positioned to lead Board discussions on risk areas. Our Executive Chairman regularly discusses with management the material risks facing our company and is also expected to report candidly to his fellow directors on his assessment of those material risks. This structure fosters greater communication between management and the Board on matters including with respect risk.

OTHER MATTERS
        Other business may properly come before the ~~2011~~2012 Annual Meeting, and in that event, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. However, we have not received timely and proper notice from any stockholder of any other matter to be prepared at the ~~2011~~2012 Annual Meeting. Our management and Board of Directors know of no matters to be brought before the ~~2011~~2012 Annual Meeting other than as set forth herein.

Stockholder Proposals
        Stockholder proposals intended to be presented at the ~~2012~~2013 Annual Meeting must be received by us for inclusion in our proxy statement by December ~~31, 2011~~21, 2012 and otherwise comply with the regulations of the SEC governing inclusion of such proposals.
        Matters (other than nominations of candidates for election as directors) may be brought before the meeting by stockholders only by complying with the procedure set forth in our Bylaws, which in summary requires that notice be delivered to our principal executive offices not less than 60 days nor more than 150 days prior to the anniversary of the ~~2011~~2012 Annual Meeting of Stockholders. Each such stockholder notice shall set forth (i) as to each matter the stockholder proposes to bring before the ~~2012~~2013 Annual Meeting, (a) a brief description of the matter desired to be brought before the ~~2012~~2013 Annual Meeting and the reasons for bringing such matter before the ~~2012~~2013 Annual Meeting and (b) any material interest of the stockholder in such matter; and (ii) as to the stockholder giving the notice (a) the name and address, as they appear on our books, of such stockholder and any other stockholders known by such stockholder to be supporting the bringing of such matter before the ~~2012~~2013 Annual

~~Table of Contents~~

Meeting as of the date of such stockholder notice and (b) the class and number of shares of our capital stock which are beneficially owned by such stockholder on the date of such stockholder notice and by any other stockholder known by such stockholder to be supporting the bringing of such matter before the ~~2012~~2013 Annual Meeting as of the date of such stockholder notice.
        For information regarding nominating candidates for election as directors, please refer to "Consideration of Director Nominees" in the ~~Corporation~~Corporate Governance Principles and Board Matters section above.

Householding
        We have adopted a procedure approved by the SEC called "householding." Under this procedure, stockholders of record who have the same address and last name will receive only one copy of our

Table of Contents
Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
        Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings.
        If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of Annual Meeting of Stockholders and Proxy Statement and the accompanying documents, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our ~~Transfer Agent,~~transfer agent, American Stock Transfer & Trust Company, at 866-708-5586.
        If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting of Stockholders, Proxy Statement and the accompanying documents, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please also contact our ~~Transfer Agent,~~transfer agent, American Stock Transfer & Trust Company, at 866-708-5586.
        ~~Beneficial~~"Street name" beneficial owners can request information about householding from their banks, brokers, or other nominee holders of record.

~~Table of Contents~~

Directions
        Directions to the ~~Hyatt Westlake Plaza, 880 S. Westlake Blvd., Westlake Village,~~Montage Laguna Beach, 30801 South Coast Highway, Laguna Beach, California ~~91361~~92651.
~~US-101~~US-5 North ~~US-101~~US-5 South
•
•       Exit ~~Westlake Blvd.~~CA-1 North / Pacific Coast Highway

•
•       Exit ~~Westlake Blvd.~~California 133 South
•
Turn left onto Mermaid Place
•
Turn left onto Pacific Coast Highway
•
First left will take you directly to the
•
Turn right onto Mermaid Place
~~•       Go straight at the traffic light~~Montage Laguna Beach

•       ~~Turn left onto Westlake Blvd.~~
•       First ~~right~~left will take you directly to the ~~Hyatt~~Montage Laguna Beach
•       ~~Turn left at the first traffic light~~
~~•       First right will take you directly to the Hyatt~~

By Order of the Board of Directors

PAMELA J. SHELLEY-KESSLER
Westlake Village, California
April ~~29, 2011~~20, 2012 Executive Vice President, Chief Financial Officer and Corporate Secretary

Table of Contents

APPENDIX A

PROPOSED AMENDMENT TO SECTION 7.1 OF CHARTER
        The Articles of Amendment and Restatement of LTC Properties, Inc., as amended and supplemented, is hereby amended by deleting Section 7.1 of existing Article SEVENTH in its entirety and substituting in lieu thereof a new Section 7.1 to read as follows:
7.1
The total number of shares of stock of all classes which the Corporation has authority to issue is Seventy-Five Million (75,000,000) shares, each share having a par value of $0.01, of which Sixty Million (60,000,000) shares shall be Common Stock (or shares of one or more classes of "Excess Common Shares" as provided in Section 9.3 hereof), and Fifteen Million (15,000,000) shares shall be Preferred Stock (or shares of one or more classes of "Excess Preferred Shares" as provided in Section 9.3). The Board of Directors may issue the preferred stock in one or more series consisting of such numbers of shares and having such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of stock as the Board of Directors may from time to time determine when designating such series. The aggregate par value of all shares of stock having par value which the Corporation is authorized to issue is Seven Hundred Fifty Thousand Dollars ($750,000).

0 14475 PROXY LTC PROPERTIES, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS - JUNE 1, 2011 The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders to be held on June 1, 2011, each dated April 29, 2011, and revoking all prior proxies, hereby appoints: Andre C. Dimitriadis and Wendy L. Simpson, or either of them, each with the power of substitution, as Proxies, and hereby authorizes each of them to represent and vote, as designated below, the shares held of record by the undersigned at the annual meeting of stockholders of LTC Properties, Inc. to be held at the Hyatt Westlake Plaza, 880 S. Westlake Blvd., Westlake Village, California 91361, on Wednesday, June 1, 2011 at 10:00 A.M., or any adjournments or postponements thereof, as designated on the reverse side, and in their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be signed on the reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF LTC PROPERTIES, INC. ~~June 1, 2011~~May 22, 2012 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=26002 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTOR 1. Election of Directors: Six directors will be elected to hold office until the ~~2012~~2013 Annual Meeting of Stockholders and, in each case, until their respective successors have been duly elected and qualified. O Andre C. Dimitriadis O Boyd W. Hendrickson O Edmund C. King O Devra G. Shapiro O Wendy L. Simpson O Timothy J. Triche, M.D. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2 2. Ratification of ~~the Company's Independent Auditors.~~independent registered public accounting firm. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3 3. Advisory vote ~~on compensation of~~to approve named executive ~~officers.~~officer compensation. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ~~3 YEARS ON~~ PROPOSAL 4 4. ~~Advisory vote on the frequency~~Amendment to Charter to increase number of ~~the advisory vote on compensation~~authorized shares of ~~named executive officers.~~common stock. Please check here if you would like to receive future documents electronically. In accordance with the judgments of the Proxies, upon any other matter that may properly come before the Annual Meeting of Stockholders or any adjournment thereof. This Proxy will be voted as directed. If no contrary direction is made, this Proxy will be voted in accordance with the Directors' recommendations. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. ~~20603030040100000000 6 060111~~ ELECTRONIC ACCESS TO FUTURE DOCUMENTS If you would like to receive future shareholder communications over the Internet exclusively, and no longer receive any material by mail please visit http://www.amstock.com. Click on Shareholder Account Access to enroll. Please enter your account number and tax identification number to log in, then select Receive Company Mailings via E-Mail and provide your e-mail address. ~~2 years 1 year~~FOR AGAINST ABSTAIN ~~3 years~~ FOR AGAINST ABSTAIN

PROXY LTC PROPERTIES, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS - MAY 22, 2012 The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders to be held on May 22, 2012, each dated April 20, 2012, and revoking all prior proxies, hereby appoints: Andre C. Dimitriadis and Wendy L. Simpson, or either of them, each with the power of substitution, as Proxies, and hereby authorizes each of them to represent and vote, as designated below, the shares held of record by the undersigned at the annual meeting of stockholders of LTC Properties, Inc. to be held at the Montage Laguna Beach, 30801 S. Coast Highway, Laguna Beach, California 92651, on Tuesday, May 22, 2012 at 9:00 A.M., or any adjournments or postponements thereof, as designated on the reverse side, and in their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be signed on the reverse side)


Filed by the Registrantý
Filed by a Party other than the Registranto
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


LTC Properties, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:


PROXY STATEMENT		1
	Solicitation		1
	Voting Rights		1
Voting of Proxy		1
Broker Non-Votes		1
	~~Voting of Proxies~~		2
	Revocability of Proxy		2
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS		3
	Code of Ethics		3
	Corporate Governance Policies		3
	Board Structure and Committee Composition		3
	Communications with the Board		5
	Consideration of Director Nominees		5
	Section 16(a) Beneficial Ownership Reporting Compliance		6
~~PROPOSALS TO BE VOTED ON~~			7
PROPOSAL 1 ELECTION OF DIRECTORS		7
PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		9
PROPOSAL 3 ADVISORY VOTE ONTO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		10
PROPOSAL 4 ~~ADVISORY VOTE ON FREQUENCY~~AMENDMENT TO CHARTER TO INCREASE NUMBER OF ~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~AUTHORIZED SHARES OF COMMON STOCK		11
EXECUTIVE OFFICERS		1213
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS		1314
	Executive Compensation Program Philosophy and Objectives		1415
	Executive Compensation Program Elements		1415
	Compensation Committee		1516
	Competitive Considerations		1617
	Executive Compensation Practices		1819
	Stock Ownership Guidelines		2324
	Tax and Accounting Considerations		2324
SUMMARY COMPENSATION TABLE		2425
	Description of Employment Agreements		2627
	Grants of Plan Based Awards		2627
	Outstanding Equity Awards at Year-End		27
	Option Exercises and Stock Vested During ~~2010~~2011		28
	Potential Payments Upon Termination or Change In Control		28
DIRECTOR COMPENSATION		31
	Director Compensation for the Year ended December 31, ~~2010~~2011		31
COMPENSATION COMMITTEE REPORT		33
	Compensation Committee Interlocks and Insider Participation		33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		34
	Securities Authorized for Issuance under Equity Compensation Plans		36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		36
	Review, Approval or Ratification of Transactions with Related Persons		36
	Transactions with Related Persons		36
	Director Independence		37
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES		39
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		40
RISK OVERSIGHT		4142
OTHER MATTERS		4142
	Stockholder Proposals		4142
	Householding		42
	Directions		43
APPENDIX A PROPOSED AMENDMENT TO SECTION 7.1 OF CHARTER		A-1

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Andre C. Dimitriadis
Boyd W. Hendrickson	^*		^*
Edmund C. King	^•	^*	^*
Devra G. Shapiro	^*	^*	^•
Wendy L. Simpson
Timothy J. Triche, MD	^*	^•	^*


Andre C. Dimitriadis Director since 1992 Age 7071		Mr. Dimitriadis founded LTC Properties, Inc. in 1992 and was our Chairman and Chief Executive Officer from inception through March 2007. In March 2007, Mr. Dimitriadis assumed the position of Executive Chairman.
		As founder and former Chief Executive Officer, Mr. Dimitriadis brings to the Board of LTC Properties, Inc. a deep understanding of our company's business, a historical perspective on our company's strategy, and experience in long term care and capital markets. These factors, and Mr. Dimitriadis' prior service as director of LTC Properties, Inc., led the Board to conclude he should be nominated to serve another term as director.
Boyd W. Hendrickson Director since 2005 Age 6667		Mr. Hendrickson is Chief Executive Officer and Chairman and Member of the Board of Skilled Healthcare Group, Inc. (or SHG). Mr. Hendrickson has been the Chief Executive Officer of SHG since April 2002. SHG is located in Foothill Ranch, California and is a publicly-traded company with subsidiaries that own and operate skilled nursing and assisted living facilities. Since 2005, Mr. Hendrickson also has served as a managing member of Executive Search Solutions, LLC, a provider of recruiting services to the healthcare services industry. Previously, Mr. Hendrickson was the President and Chief Executive Officer of Evergreen Healthcare, LLC, an operator of long-term healthcare facilities, from January 2000 through April 2002. Mr. Hendrickson is a former member of senior management and the Boards of Directors of Beverly Enterprises, Inc. and Hallmark Health Services.
		Mr. Hendrickson's prior service as an independent director of LTC Properties, Inc., current and past executive and director experience with other public companies, and his multi-decade involvement in the understanding of the health care industry led the Board to conclude he should be nominated to serve another term as director.
Edmund C. King Director since 1992 Age 7677		Mr. King has served as Chief Financial Officer and on the Board of Directors of Invisa, Inc., a publicly-held industrial instrument company, since February 2000, and serves as their Chief Executive Officer. He also has been the general partner of Trouver Capital Partners, an investment banking firm with locations in the Western United States, since 1997. Previously, Mr. King was Ernst & Young LLP's Southern California senior health care partner from 1973 through September 1991. He is on the Board of Directors of Accentia Biopharmaceuticals, Inc. and its subsidiary Biovest International, Inc., both publicly-traded biopharmaceutical companies.


		By Order of the Board of Directors

		PAMELA J. SHELLEY-KESSLER Executive Vice President, Chief Financial Officer and Corporate Secretary


IMPORTANT:		Whether or not you plan to attend the ~~meeting,~~2012 Annual Meeting in person, please ~~complete, date~~vote as promptly as possible (a) via the internet or telephone, if and ~~sign~~as instructed by your broker or other nominee holder, or (b) if this proxy statement was mailed to you by completing, dating and signing the enclosed proxy card and ~~mail~~mailing it ~~promptly~~ in the ~~enclosed stamped~~accompanying postage paid envelope.


	~~Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 1, 2011—the Proxy Statement and the Annual Report are available at~~*~~http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=26002.~~*


		Mr. King's prior service as an independent director of LTC Properties, Inc., financial management background, history of working with public companies, knowledge of health care matters, and multi-decade experience with accounting-related reporting and controls led the Board to conclude he should be nominated to serve another term as director.
Devra G. Shapiro Director since 2009 Age 6465		Ms. Shapiro ~~has been~~is the Chief ~~Financial~~Administrative Officer of IPC The Hospitalist Company (or IPC) ~~since 1998.~~and was previously IPC's Chief Financial Officer from the time she joined IPC in March 1998 through October 2011. IPC is a publicly—traded national physician group practice company focused on the delivery of hospitalist medicine services and is located in North Hollywood, California. Prior to joining IPC, Ms. Shapiro served as chief financial officer and other executive financial positions with several health care companies and was in the health care practice of an international accounting firm. Ms. Shapiro is a licensed CPA.
		Ms. Shapiro's prior service as an independent director of LTC Properties, Inc., her current position as ~~Chief Financial Officer~~an executive officer of a public health care company, her many years of experience in financial and executive positions with health care companies and in public accounting, and her expertise in accounting, financial reporting and controls led the Board to conclude she should be nominated to serve a full term as director.
Wendy L. Simpson Director since 1995 Age 6263		Ms. Simpson was appointed Chief Executive Officer and President in March 2007. She also served as Chief Financial Officer from July 2000 through March 2007, Treasurer from January 2005 through March 2007, and President and Chief Operating Officer from October 2005 through March 2007. She also was Vice Chairman of the Board from April 2000 through October 2005.
		Having served as a senior executive officer of LTC Properties, Inc. for more than a decade, including currently as President and Chief Executive Officer, Ms. Simpson brings a deep understanding of our company's historical and current business and financial operations. In addition, our Corporate Governance Policies contemplate that our Chief Executive Officer shall be nominated to serve on the Board of Directors. These factors, and Ms. Simpson's prior service as director of LTC Properties, Inc., led the Board to conclude that she should be nominated to serve another term as director.
Timothy J. Triche, MD Director since 2000 Age 6667		Dr. Triche has been the Director of the Center for Personalized Medicine at Children's Hospital Los Angeles since July 2010 and previously served as the Chairman of the Department of Pathology and Laboratory Medicine at Children's Hospital Los Angeles since 1988. He has also been a Professor of Pathology and Pediatrics at the University of Southern California Keck School of Medicine in Los Angeles, California since 1988. He also serves on the Board of Directors of Novelix Pharmaceuticals, Inc., a private California-based biotechnology company, ~~and~~ NanoValent Pharmaceuticals, Inc., a private nanotechnology company, and WaferGen Biosystems, Inc., a publicly-traded biotechnology company developing molecular diagnostics ~~technology.~~technology and GenomeDx, a private Canadian biotechnology company developing prognostic tests for cancer.


		Dr. Triche's prior service as an independent director of LTC Properties, Inc., current and past executive and director experience with other health care companies, and his overall background in the health care industry led the Board to conclude he should be nominated to serve another term as director.


Andre C. Dimitriadis Executive Chairman Age 7071		Andre C. Dimitriadis founded LTC Properties, Inc. in 1992 and was our Chairman and Chief Executive Officer from inception through March 2007. In March 2007, Mr. Dimitriadis assumed the position of Executive Chairman.
Wendy L. Simpson Chief Executive Officer and President Age 6263		Wendy L. Simpson has been a director since 1995, Vice Chairman from April 2000 through October 2005, Chief Financial Officer from July 2000 through March 2007, Treasurer from January 2005 through March 2007, and President and Chief Operating Officer from October 2005 through March 2007. In March 2007, Ms. Simpson was appointed Chief Executive Officer and President.
Pamela Shelley-Kessler Executive Vice President, Chief Financial Officer and Corporate Secretary Age 4546		Pamela Shelley-Kessler joined the company as Vice President and Controller in July 2000. In March 2007 she was appointed Senior Vice President and Chief Financial Officer. In December 2010 she was promoted to Executive Vice President. Prior to joining the company Ms. Kessler was the Corporate Controller for a privately held commercial and multifamily real estate developer and the Director of Financial Reporting for a Southern California apartment REIT. Formerly she was with Ernst &Young LLP.
Clint B. Malin Senior Vice President and Chief Investment Officer Age 3940		Clint B. Malin joined the company as Vice President and Chief Investment Officer in May 2004. In December 2010 he was promoted to Senior Vice President. Mr. Malin was employed by Sun Healthcare Group, Inc., (or Sun) a nationwide operator of long-term health care facilities from 1997 through 2004. During his tenure at Sun, Mr. Malin was promoted to Vice President of Corporate Real Estate.
T. Andrew Stokes Senior Vice President, Marketing and Strategic Planning Age 6364		T. Andrew Stokes joined the company in June 2007 as Vice President, Marketing and Strategic Planning. In December 2010 he was promoted to Senior Vice President. From December 2006 to June 2007, Mr. Stokes worked for Gudvi, Sussman and Oppenheim as a certified public accountant. From January 2003 through November 2006, Mr. Stokes worked as an individual investor and consultant in real estate and health care. Prior to 2003 Mr. Stokes was Senior Vice President of Corporate Development for Nationwide Health Properties, Inc.
~~Caroline Chikhale~~ ~~Vice President, Controller and Treasurer~~ ~~Age 34~~		Caroline Chikhale joined the company as Accounting Manager in May 2002. In May 2005 she was appointed Assistant Controller and Assistant Treasurer and in March 2007, Ms. Chikhale was appointed Vice President, Controller and Treasurer. Prior to joining the company she was employed by Ernst & Young, LLP.
Peter G. Lyew Vice President and Director of Tax Age 5354		Peter G. Lyew joined the company in June 2000 as Director of Tax and was promoted to Vice President in December 2001. Prior to joining the company he held tax management positions with Sun America Affordable Housing, where he specialized in real estate partnerships, and Ernst & Young Kenneth Leventhal. Formerly he was with Arthur Andersen & Company.
Caroline Chikhale Vice President, Controller and Treasurer Age 35		Caroline Chikhale joined the company as Accounting Manager in May 2002. In May 2005 she was appointed Assistant Controller and Assistant Treasurer and in March 2007, Ms. Chikhale was appointed Vice President, Controller and Treasurer. Prior to joining the company she was employed by Ernst & Young, LLP.


Executive Chairman		Three times base salary
Chief Executive Officer		Three times base salary
Chief Financial Officer		Two times base salary
Senior Vice Presidents		Two times base salary
Vice Presidents		One times base salary
Independent Directors		One times annual fee

Named Executive Officer	Restricted Stock Value

Wendy L. Simpson	$	416,008	24,385
Pamela Shelley-Kessler		95,997	5,627
Clint B. Malin		63,003	3,693
T. Andrew Stokes		56,008	3,283

Named Executive Officer	Restricted Stock Value		Number of Restricted Stock

Wendy L. Simpson	$	2,644,006		99,661
Pamela Shelley-Kessler		107,606		4,056
Clint B. Malin		95,004		3,581
T. Andrew Stokes		70,013	��	2,639

Name				Grant Date Fair Value of Stock Awards

Wendy Simpson	3/1/2010	99,661	⁽¹⁾	$	2,644,006
Pamela Shelley-Kessler	3/1/2010	4,056	⁽¹⁾		107,606
	12/14/2010	30,300	⁽²⁾		805,677
Clint Malin	3/1/2010	3,581	⁽¹⁾		95,004
	12/14/2010	30,300	⁽²⁾		805,677
T. Andrew Stokes	3/1/2010	2,639	⁽¹⁾		70,013
	12/14/2010	30,300	⁽²⁾		805,677

	Option awards				Stock awards				Option awards				Stock awards

Name	Number of shares acquired on exercise		Value realized on exercise⁽¹⁾		Number of shares acquired on vesting		Value realized on vesting⁽²⁾		Number of shares acquired on exercise		Value realized on exercise⁽¹⁾		Number of shares acquired on vesting		Value realized on vesting⁽²⁾
Andre C. Dimitriadis		—	$	—		—	$	—		—	$	—		—	$	—
Wendy L. Simpson		—		—		39,248		1,072,144		—		—		28,060		858,781
Pamela Shelley-Kessler		—		—		5,876		154,570		—		—		9,288		269,641
Clint B. Malin		—		—		5,231		137,458		—		—		8,485		246,297
T. Andrew Stokes		—		—		5,095		133,850		—		—		8,034		233,357

Type of Fee⁽¹⁾	January to June		July to December		January to May		June to December

Quarterly Fee	$	6,500	$	6,750	$	6,750	$	6,750
Quarterly Lead Director Fee		—		2,500		2,500		3,750
Quarterly Audit Committee Chairman Fee		2,500		2,500		2,500		3,750
Quarterly Compensation Committee Chairman Fee		2,000		2,000		2,000		2,500
Quarterly Nominating Committee Chairman Fee		2,000		2,000		2,000		2,500
Meeting Fee⁽²⁾		1,500		1,600		1,600		1,600
Committee Meeting Fee⁽²⁾		1,000		1,100		1,100		1,100


		Compensation Committee
		Timothy J. Triche, M.D., Chair Edmund C. King Devra G. Shapiro

Name and Address of Beneficial Owner	Title of Class					Title of Class

Principal Stockholders:

Deutsche Bank AG Theodor-Heuss-Allee 70 60468 Frankfurt am Main Federal Republic of Germany						Common Stock	3,335,537	⁽³⁾	11.0	%

The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355	Common Stock	3,092,044	⁽³⁾	10.2	%	Common Stock	3,194,262	⁽⁴⁾	10.5	%

Deutsche Bank AG Theodor-Heuss-Allee 70 60468 Frankfurt am Main Federal Republic of Germany	Common Stock	2,956,455	⁽⁴⁾	9.7	%
BlackRock, Inc. 40 East 52^nd Street New York, NY 10022						Common Stock	2,661,347	⁽⁵⁾	8.8	%

National Health Investors, Inc. 222 Robert Rose Drive Murfreesboro, TN 37129	Common Stock	2,674,800	⁽⁵⁾	8.3	%	Common Stock	2,293,800	⁽⁶⁾	7.1	%

BlackRock, Inc. 40 East 52^nd Street New York, NY 10022	Common Stock	2,258,631	⁽⁶⁾	7.4	%
Vanguard Specialized Funds—Vanguard REIT Index Fund 100 Vanguard Boulevard Malvern, PA 19355						Common Stock	1,681,439	⁽⁷⁾	5.5	%

Named Executive Officers:

Andre C. Dimitriadis	Common Stock	181,679		*		Common Stock	174,679		*

Wendy L. Simpson	Common Stock	281,500		*		Common Stock	281,500		*

Pamela Shelley-Kessler	Common Stock	81,552	⁽⁷⁾⁽⁸⁾	*		Common Stock	83,822	⁽⁸⁾⁽⁹⁾	*

Clint B. Malin	Common Stock	90,574	⁽⁷⁾	*		Common Stock	82,413	⁽⁸⁾	*

T. Andrew Stokes	Common Stock	72,422	⁽⁷⁾	*		Common Stock	70,422	⁽⁸⁾	*

Directors and Director Nominees:+
Directors and Director Nominees: +

Boyd W. Hendrickson	Common Stock	22,217	⁽⁷⁾⁽⁹⁾	*		Common Stock	20,717	^(8)(10)	*

Edmund C. King	Common Stock	63,985	^(7)(10)(11)	*		Common Stock	61,985	^(8)(11)(12)	*

Devra G. Shapiro	Common Stock	9,000	⁽⁷⁾	*		Common Stock	15,500	⁽⁸⁾	*

Timothy J. Triche, M.D.	Common Stock	39,102	⁽⁷⁾	*		Common Stock	38,102	⁽⁸⁾	*

All directors and executive officers as a group (11 persons)	Common Stock	890,958	^(7)(8)(9)^(10)(11)	2.9	%	Common Stock	884,067	^(8)(9)(10)^(11)(12)	2.9	%

		Exercisable Outstanding Options

Named Executive Officer:
Pamela Shelley-Kessler			10,000
Clint B. Malin			~~40,000~~30,000
T. Andrew Stokes			30,000
Director and Director Nominees:
Boyd W. Hendrickson			10,000
Edmund C. King			3,334
Devra G. Shapiro			~~5,000~~10,000
Timothy J. Triche, M.D.			10,000