AMENDED AND RESTATED 1992 STOCK OPTION PLAN

EXHIBIT 10.22

LTC PROPERTIES, INC.

AMENDED AND RESTATED 1992 STOCK OPTION PLAN
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1. PURPOSE

This Stock Option Plan (the "Plan") is intended as a performance incentive for
officers, employees, consultants and other key persons of LTC Properties, Inc.
(the "Company") or its Subsidiaries (as hereinafter defined) to enable the
persons to whom options or restricted stock are granted (the "Optionees") to
acquire or increase a proprietary interest in the success of the Company. The
Company intends that this purpose will be effected by the granting of "incentive
stock options" ("Incentive Options") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and nonqualified stock options
("Nonqualified Options") and restricted stock ("Restricted Stock"). The term
"Subsidiaries" includes any corporations in which at the time of the grant of
any option hereunder, stock possessing fifty percent or more of the total
combined voting power, or fifty percent or more of the value, of all classes of
stock is owned directly or indirectly by the Company. For purposes of Section
422 of the Internal Revenue Code only, the portion of the Plan providing for the
grant of Restricted Stock is a separate plan.


2. OPTIONS TO BE GRANTED AND ADMINISTRATION

(a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options, and shall be designated as such at the time of grant.
Each option intended to qualify as an "incentive stock option" under the Code
shall be labeled as an "Incentive Stock Option" at the time of grant and, if
such option shall fail so to qualify, it shall be deemed to be a Nonqualified
Option.

(b) The Plan shall be administered by a committee (the "Option
Committee") of not less than two directors of the Company appointed by the Board
of Directors of the Company (the "Board of Directors"). None of the members of
the Option Committee shall be an officer or other full-time employee of the
Company. It is the intention of the Company that each member of the Option
Committee shall be a "disinterested person" as that term is defined and
interpreted pursuant to Rule 16b-3(c) (2) or any successor rule thereto
promulgated under the Securities Exchange Act of 1934, as amended (the "Act").
Action by the Option Committee shall require the affirmative vote of a majority
of all its members.

(c) Subject to the terms and conditions of the Plan, the Option
Committee shall have the power:

(i) To determine from time to time the options and Restricted Stock
to be granted to eligible persons under the Plan and to
prescribe the terms and provisions (which need not be identical)
of options and Restricted Stock granted under the Plan to such
persons;

(ii) To construe and interpret the Plan and grants thereunder and to
establish, amend, and revoke rules and regulations for
administration of the Plan. In this connection, the Option
Committee may correct any defect or supply any omission, or
reconcile any inconsistency in the Plan, in any option agreement
or restricted stock agreement, or in any related agreements, in
the manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective. All decisions and
determinations by the Option Committee in the exercise of this
power shall be final and binding upon the Company and the
Optionees; and


(iii) Generally, to exercise such powers and to perform such acts as
are deemed necessary or expedient to promote the best interests
of the Company with respect to the Plan.

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3. STOCK

(a) The stock granted under the Plan, or subject to the options and
Restricted Stock granted under the Plan, shall be shares of the Company's
authorized but unissued common stock, par value $.01 per share (the "Common
Stock"). The total number of shares that may be issued under the Plan shall not
exceed an aggregate of 1,400 ,000 shares of Common Stock. Such number shall be
subject to adjustment as provided in Section 7 hereof.

(b) Whenever any outstanding option under the Plan expires, is canceled
or is otherwise terminated (other than by exercise), or any shares of Restricted
Stock are repurchased by the Company pursuant to Section 14(f) or forfeited
pursuant to Section 14(e) the shares of Common Stock allocable to the
unexercised portion of such option and such shares of Restricted Stock may again
be the subject of options or Restricted Stock under the Plan.

(c ) The Option Committee also is authorized to grant a new option to
an eligible person under the Plan upon the surrender for cancellation of an
option previously granted to such person under the Plan. Provided that the
provisions of Section 5(a) are satisfied, this new option may have a lower
exercise price per share than the option previously granted to such person.


4. ELIGIBILITY

(a) Incentive Options may be granted only to officers or other full-
time employees of the Company or its Subsidiaries, including members of the
Board of Directors who are also full-time employees of the Company or its
Subsidiaries.

Nonqualified Options or Restricted Stock may be granted to directors, officers
or other employees of the Company or its Subsidiaries and to consultants and
other key persons who provide services to the Company or its Subsidiaries
(regardless of whether they are also employees).

(b) No person shall be eligible to receive any Incentive Option under
the Plan if, at the date of grant, such person beneficially owns stock
representing in excess of ten percent of the voting power of all outstanding
capital stock of the Company, unless notwithstanding anything in this Plan to
the contrary (i) the purchase price for stock subject to such option is at least
110% of the fair market value of such stock at the time of the grant and (ii)
the option by its terms is not exercisable more than 5 years from the date of
grant thereof.

(c) Notwithstanding any other provision of the Plan, the aggregate
fair market value (determined as of the time the option is granted) of the stock
with respect to which Incentive Options are exercisable for the first time by
any individual during any calendar year (under all plans of the Company and any
parent and Subsidiaries) shall not exceed $100,000.

(d) Each current Director of the Company who is not also a full-time
employee of the Company or any of its Subsidiaries shall automatically be
granted a Nonqualified Option to purchase 15,000 shares of Common Stock upon the
consummation of the initial public offering of securities of the Company that is
the subject of a registration statement filed with the Securities and Exchange
Commission (the "Public Offering") at a purchase price equal to the per share
price for Common Stock in the Public Offering. At the time that any other
person who is not also a full-time employee of the Company or any of its
Subsidiaries is first elected as a Director of the Company, such person shall
automatically be granted a Nonqualified Option to purchase 15,000 shares of
Common Stock, at a purchase price per share equal to the fair market value of
the Common Stock on the date of such person's election, as determined pursuant
to Section 5(d) hereof. Each option granted pursuant to this Section 4(d)
shall vest with respect to 5,000 shares on each of the first, second and third
anniversary of the grant and shall expire on the earlier of the seventh
anniversary of the date of vesting or one year following the Director's ceasing
to be a Director for any reason; provided that no option shall vest more than
one year following the Director's ceasing to be a Director. The

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additional terms and conditions of such options shall be as set forth in the
Plan and in the option agreement with each such Director. The provisions of this
Section 4(d) shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act,
as amended, or the rules thereunder.


5. TERMS OF THE OPTION AGREEMENTS AND RESTRICTED STOCK AGREEMENTS

Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Option Committee shall from time to time
deem appropriate. Option agreements need not be identical, but each option
agreement and with respect to subsection (f), each restricted stock agreement,
by appropriate language shall include the substance of all of the following
provisions:

(a) Expiration; Termination of Employment. Notwithstanding any other
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provision of the Plan or of any option agreement, each option shall expire on
the date specified in the option agreement, which date in the case of any
Incentive Option shall not be later than the tenth anniversary of the date on
which the option was granted. The option agreement may provide that any
outstanding option granted to such Optionee under the Plan shall be exercisable
for such period following termination of employment as may be specified in the
option agreement, subject to the expiration date of such option.

(b) Minimum Shares Exercisable. The minimum number of shares with
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respect to which an option may be exercised at any one time shall be one hundred
(100) shares, or such lesser number as is subject to exercise under the option
at the time.

(c) Exercise. Except as provided in Section 4(d) hereof with respect
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to options granted pursuant to that Section, each option shall be exercisable in
such installments (which need not be equal) and at such times as may be
designated by the Option Committee. No option shall first be exercisable,
either in whole or in part, until the expiration of six months from the date of
grant. To the extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the option expires.

(d) Purchase Price. Except as set forth in Section 4(d) with respect
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to options granted pursuant to that Section, the purchase price per share of
Common Stock subject to each option shall be determined by the Option Committee;
provided, however, that the purchase price per share of Common Stock subject to
each Incentive Option shall be not less than the fair market value of the Common
Stock on the date such Incentive Option is granted. For the purposes of the
Plan (including as to options granted pursuant to Section 4(d)), the fair market
value of the Common Stock shall be determined in good faith by the Option
Committee; provided, however, that if the Common Stock is listed on the New York
Stock Exchange ("NYSE") on the date the option is granted, the fair market value
shall be the closing price reported for the Common Stock on the NYSE for such
date or, if no sales were reported for such date, for the last date preceding
such date for which a sale was reported.

(e) Rights of Optionees. No Optionee shall be deemed for any purpose
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to be the owner of any shares of Common Stock subject to any option unless and
until (i) the option shall have been exercised pursuant to the terms thereof,
(ii) all requirements under applicable law and regulations shall have been
complied with to the satisfaction of the Company, (iii) the Company shall have
issued and delivered the shares to the Optionee, and (iv) the Optionee's name
shall have been entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other ownership
rights with respect to such shares of Common Stock.

(f) Transfer. No option or Restricted Stock granted hereunder shall be
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transferable by the Optionee other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, as amended,
or the rules thereunder; unless and until such option has been exercised, the
shares underlying such options or Restricted Stock have been issued,

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and all restrictions applicable to such shares have lapsed or been removed and
such option may be exercised during the Optionee's lifetime only by the
Optionee, or his or her guardian or legal representative.


6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

(a) Any option granted under the Plan may be exercised by the Optionee
in whole or, subject to Section 5(b) hereof, in part by delivering to the
Company on any business day a written notice specifying the number of shares of
Common Stock the Optionee then desires to purchase (the "Notice").

(b) Payment for the shares of the Common Stock purchased pursuant to the
exercise of an option shall be made either: (i) in cash, or by certified or bank
check or other payment acceptable to the Company, equal to the option exercise
price for the number of shares specified in the Notice (the "Total Option
Price"); (ii) if authorized by the applicable option agreement and if permitted
by law, by delivery of shares of Common Stock that the Optionee may freely
transfer having a fair market value, determined by reference to the provisions
of Section 5(d) hereof, equal to or less than the Total Option Price, plus cash
in an amount equal to the excess, if any, of the Total Option Price over the
fair market value of such shares of Common Stock; or (iii) by the Optionee
delivering the Notice to the Company together with irrevocable instructions to a
broker to promptly deliver the Total Option Price to the Company in cash or by
other method of payment acceptable to the Company; provided, however, that the
Optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity or other agreements as the Company shall prescribe as a
condition of payment under this clause (iii).

(c) The delivery of certificates representing shares of Common Stock to
be purchased pursuant to the exercise of an option will be contingent upon the
Company's receipt of the Total Option Price and of any written representations
from the Optionee required by the Option Committee, and the fulfillment of any
other requirements contained in the option agreement or applicable provisions of
law.



7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

(a) If the shares of the Company's Common stock as a whole are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure or the
like, an appropriate and proportionate adjustment shall be made in the number
and kind of shares subject to the Plan, and in the number, kind, and per share
exercise price of shares subject to unexercised options or portions thereof
granted prior to any such change. In the event of any such adjustment in an
outstanding option, the Optionee thereafter shall have the right to purchase the
number of shares under such option at the per share price, as so adjusted, which
the Optionee could purchase at the total purchase price applicable to the option
immediately prior to such adjustment.

(b) Adjustments under this Section 7 shall be determined by the Option
Committee and such determinations shall be conclusive. The Option Committee
shall have the discretion and power in any such event to determine and to make
effective provision for acceleration of the time or times at which any option or
portion thereof shall become exercisable and for acceleration of the time or
times at which any restrictions on any Restricted Stock shall lapse or be
removed. No fractional shares of Common Stock shall be issued under the Plan on
account of any adjustment specified above.

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8. EFFECT OF CERTAIN TRANSACTIONS

In the case of (i) the dissolution or liquidation of the Company, (ii) a
reorganization, merger, consolidation or other business combination in which the
Company is acquired by another entity or in which the Company is not the
surviving entity, or (iii) the sale of all or substantially all of the assets of
the Company to another entity, the Plan and the options issued hereunder shall
terminate upon the effectiveness of any such transaction or event, unless
provision is made in connection with such transaction for the assumption of
options theretofore granted, or the substitution for such options of new options
of the successor entity or parent thereof, with appropriate adjustment as to the
number and kind of shares and the per share exercise prices, as provided in
Section 7. In the event of such termination, all outstanding options shall be
exercisable in full for at least fifteen days prior to the date of such
termination whether or not otherwise exercisable during such period. In the
case of any event described in clause (i), (ii) or (iii) above, in its
discretion, and on such terms and conditions as it deems appropriate, the
Committee may provide either by the terms of a restricted stock agreement or by
a resolution adopted prior to the occurrence of such event that, for a specified
period of time prior to such event, the restrictions imposed under a restricted
stock agreement or upon some or all shares of Restricted Stock may be
terminated, and some or all shares of such Restricted Stock may cease to be
subject to repurchase under Section 14(f) or forfeiture under Section 14(e)
after such event.


9. TAX WITHHOLDING

(a) Payment by Optionee. Each Optionee shall, no later than the date
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as of which the value of any option or Restricted Stock granted hereunder or of
any Common Stock issued upon the exercise of such option first becomes
includable in the gross income of the Optionee for federal income tax purposes
(the "Tax Date"), pay to the Company, or make arrangements satisfactory to the
Company regarding payment of any federal, state, or local taxes of any kind
required by law to be withheld with respect to such income.

(b) Payment in Shares. An Optionee may elect to have such tax
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withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Common Stock to be issued pursuant to an
option exercise a number of shares with an aggregate fair market value
(determined by the Option Committee in accordance with Section 5(d) as of the
date the withholding is effected) that would satisfy the withholding amount due,
or (ii) transferring to the Company shares of Common Stock owned by the Optionee
with an aggregate fair market value (determined by the Option Committee in
accordance with Section 5(d) as of the date the withholding is effected) that
would satisfy the withholding amount due. With respect to any Optionee who is
subject to Section 16(b) of the Act, the following additional restrictions shall
apply:

(A) the election to satisfy tax withholding obligations in the
manner permitted by this Section 11(b) shall be made either
(1) during the period beginning on the third business day
following the date of release of quarterly or annual summary
statements of sales and earnings of the Company and ending
on the twelfth business day following such date, or (2) at
least six months prior to the Tax Date;
(B) such election shall be irrevocable;
(C) such election shall be subject to the consent or disapproval
of the Option Committee; and
(D) such election shall not be made within six months of the
date of grant of the option or Restricted Stock.


10. AMENDMENT OF THE PLAN

The Board of Directors may discontinue the Plan or amend the Plan at any time,
and from time to time, subject to any required regulatory approval and provided
that any such amendments that require stockholder approval

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under applicable laws and regulations shall also be approved by shareholders of
the Company at an annual or special meeting of such shareholders to the extent
required by and in accordance with any such laws or regulations. Except as
provided in Sections 5, 7, and 8 hereof, rights and obligations under any option
or Restricted Stock granted before any amendment of the Plan shall not be
altered or impaired by such amendment, except with the consent of the Optionee.


11. NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the plan by the Board of Directors nor the submission
of the Plan to the stockholders of the Company for approval shall be construed
as creating any limitations on the power of the Board of Directors to adopt such
other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock or stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases. None of the Plan, any option or any Restricted Stock granted
hereunder shall be deemed to confer upon any employee or any other individual
any right to continued employment or service with the Company or its
subsidiaries.


12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

(a) The obligation of the Company to sell and deliver shares of Common
Stock with respect to options and as Restricted Stock granted under the Plan
shall be subject to all applicable laws, rules and regulations, including all
applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or appropriate by
the Option Committee.

(b) The Plan shall be governed by Maryland law, except to the extent
that such law is preempted by federal law.


13. EFFECTIVE DATE OF PLAN; SHAREHOLDER APPROVAL

The Plan shall become effective upon the date that it is approved by the Board
of Directors of the Company; provided, however, that the Plan shall be subject
to the approval of the Company's shareholders in accordance with applicable laws
and regulations at an annual or special meeting held within twelve months of
such effective date or by written consent of all of the shareholders of the
Company. No options granted under the Plan prior to such shareholder approval
may be exercised until such approval has been obtained. No options may be
granted under the Plan after the tenth anniversary of the effective date of the
Plan.


14. AWARD OF RESTRICTED STOCK

(a) Award of Restricted Stock
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(i) The Option Committee shall from time to time, in its absolute
discretion:

a. Select from among the officers, directors, employees,
consultants or other key persons (including officers, directors,
employees, consultants or other key persons who have previously
received other awards under this Plan) such of them as in its
opinion should be awarded Restricted Stock; and

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b. Determine the purchase price, if any, and other terms
and conditions applicable to such Restricted Stock, consistent
with this Plan.

(ii) The Option Committee shall establish the purchase price, if any,
and form of payment for Restricted Stock. In all cases, legal
consideration shall be required for each issuance of Restricted
Stock.

(iii) Upon the selection of an officer, director, employee, consultant
or other key person to be awarded Restricted Stock, the Option
Committee shall instruct the Secretary of the Company to issue
such Restricted Stock and may impose such conditions on the
issuance of such Restricted Stock as it deems appropriate.

(b) Restricted Stock Agreement. Restricted Stock shall be issued only
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pursuant to a written restricted stock agreement, which shall be executed by the
selected officer, director, employee, consultant or other key person and an
authorized officer of the Company and which shall contain such terms and
conditions as the Option Committee shall determine, consistent with this Plan.

(c) Consideration. As consideration for the issuance of Restricted
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Stock, in addition to payment of the purchase price, if any, the Restricted
Stockholder shall agree, in the written restricted stock agreement, to remain in
the employ of (or to consult for or continue to serve as a key person or to
serve as Director of, as applicable) the Company or any Subsidiary for a period
of at least one year after the Restricted Stock is issued (or such shorter
period as may be fixed in the restricted stock agreement or by action of the
Option Committee following grant of the Restricted Stock). Nothing in this Plan
or in any restricted stock agreement hereunder shall confer on any Restricted
Stockholder any right to continue in the employ of, or as a consultant for or as
a key person or director of, the Company or any Subsidiary or shall interfere
with or restrict in any way the rights of the Company and any Subsidiary, which
are hereby expressly reserved, to discharge any Restricted Stockholder at any
time for any reason whatsoever, with or without good cause.

(d) Rights as Stockholders. Upon delivery of the shares of Restricted
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Stock to the escrow holder pursuant to subsection (g), the Restricted
Stockholder shall have, unless otherwise provided by the Option Committee, all
the rights of a stockholder with respect to said shares, subject to the
restrictions in his restricted stock agreement, including the right to receive
all dividends and other distributions paid or made with respect to the shares;
provided, however, that in the discretion of the Option Committee, any
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extraordinary distributions with respect to the Common Stock shall be subject to
the restrictions set forth in subsection (e)

(e) Restriction. All shares of Restricted Stock issued under this Plan
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(including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form
of recapitalization) shall, in the terms of each individual restricted stock
agreement, be subject to such restrictions as the Option Committee shall
provide, which restrictions may include, without limitation, restrictions
concerning voting rights and transferability and restrictions based on duration
of employment with the Company, Company performance and individual performance;
provided, however, that by a resolution adopted after the Restricted Stock is
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issued, the Option Committee may, on such terms and conditions as it may
determine to be appropriate, remove any or all of the restrictions imposed by
the terms of the restricted stock agreement. Restricted Stock may not be sold
or encumbered until all restrictions are removed or lapse. Unless provided
otherwise by the Option Committee, if no consideration was paid by the
Restricted Stockholder upon issuance, a Restricted Stockholder's rights in
unvested Restricted Stock shall lapse upon termination of employment,
termination of directorship or termination of service, as applicable, with the
Company or a Subsidiary.

(f) Repurchase of Restricted Stock. The Option Committee shall provide in
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the terms of each individual restricted stock agreement that the Company shall
have the right to repurchase from the Restricted Stockholder the Restricted
Stock then subject to restrictions under the restricted stock agreement
immediately upon the Restricted Stockholder's termination of employment,
termination of directorship or termination of service, as applicable, from

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the Company or a Subsidiary at a cash price per share equal to the price paid by
the Restricted Stockholder for such Restricted Stock; provided, however, that
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provision may be made that no such right of repurchase shall exist in the event
of a termination of employment, termination of directorship or termination of
service without cause, or following a change in control of the Company or
because of the Restricted Stockholder's retirement, death or disability, or
otherwise.

(g) Escrow. The Secretary of the Company or such other escrow holder as
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the Option Committee may appoint shall retain physical custody of each
certificate representing Restricted Stock until all of the restrictions imposed
under the restricted stock agreement with respect to the shares evidenced by
such certificate lapse or shall have been removed.

(h) Legend. In order to enforce the restrictions imposed upon shares of
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Restricted Stock hereunder, the Option Committee shall cause a legend or legends
to be placed on certificates representing all shares of Restricted Stock that
are still subject to restrictions under restricted stock agreements, which
legend or legends shall make appropriate reference to the conditions imposed
thereby.

Effective as of December 2, 1995



/s/ JAMES J. PIECZYNSKI
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By: JAMES J. PIECZYNSKI
Secretary
* * *

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