X0202 4 2007-08-07 0 0001287865 MEDICAL PROPERTIES TRUST INC MPW 0001331566 McKenzie William G 1000 URBAN CENTER DRIVE SUITE 501 BIRMINGHAM AL 35242 1 1 0 0 Vice Chairman of the Board LTIP Units 2007-08-07 4 A 0 40000 0 A Common Stock, par value $.001 40000 40000 D Represents units of limited partnership interest in MPT Operating Partnership, L.P. ("MPT OP"), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's Second Amended and Restated 2004 Equity Incentive Plan. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into units of profits interests in MPT OP (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the elction of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. LTIP Units vest ratabley on March 8 of each year over seven years beginning March 8, 2008. Philip Summerlin, by power of attorney 2007-08-09