February 22, 2007


To:      MEDICAL PROPERTIES TRUST, INC.
         1000 Urban Center Drive, Suite 501
         Birmingham, Alabama 35242

From:    WACHOVIA BANK, NATIONAL ASSOCIATION
         c/o Wachvoia Capital Markets, LLC
         375 Park Avenue
         New York, NY 10152

From:    WACHOVIA CAPITAL MARKETS, LLC,
         SOLELY AS AGENT
         tel: (212) 214-6100
         fax: (212) 214-5913


Dear Sirs,

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the transaction entered into between us on the Trade
Date specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.

1.    The definitions and provisions contained in the 2000 ISDA Definitions (the
      "2000 Definitions") and the 2002 ISDA Equity Derivatives Definitions (the
      "2002 Definitions" and, together with the 2000 Definitions, the
      "Definitions"), each as published by the International Swaps and
      Derivatives Association, Inc., are incorporated into this Confirmation. In
      the event of any inconsistency between the 2002 Definitions and the 2000
      Definitions, the 2002 Definitions will govern. In the event of any
      inconsistency between the Definitions and this Confirmation, this
      Confirmation will govern.

      This Confirmation evidences a complete and binding agreement between Party
      A and Party B as to the terms of the Transaction to which this
      Confirmation relates. This Confirmation shall supplement, form a part of,
      and be subject to an agreement in the form of the 2002 ISDA Master
      Agreement (the "Agreement") as if Party A and Party B had executed an
      agreement in such form on the Trade Date (but without any Schedule except
      for (i) the election of the laws of the State of New York as the governing
      law and (ii) United States dollars as the Termination Currency). In the
      event of any inconsistency between provisions of that Agreement and this
      Confirmation, this Confirmation will prevail for the purpose of the
      Transaction to which this Confirmation relates. The parties hereby agree
      that no Transaction other than the Transaction to which this Confirmation
      relates shall be governed by the Agreement. For purposes of the 2002
      Definitions, the Transaction is a Share Forward Transaction.

      Party A and Party B each represents to the other that it has entered into
      this Transaction in reliance upon such tax, accounting, regulatory, legal,
      and financial advice as it deems necessary and not upon any view expressed
      by the other.


                                       1
<PAGE>

2.    The terms of the particular Transaction to which this Confirmation relates
      are as follows:

<TABLE>
<S>                                                  <C>
         General Terms:
         --------------

              Party A:                               Wachovia Bank, National Association

              Party B:                               Medical Properties Trust, Inc.

              Trade Date:                            February 22, 2007

              Effective Date:                        February 28, 2007

              Base Amount:                           Initially, 1,500,000 Shares.  On each Settlement Date, the Base Amount shall
                                                     be reduced by the number of Settlement Shares for such Settlement Date.

              Maturity Date:                         February 28, 2008 (or, if such date is not a Scheduled Trading Day, the next
                                                     following Scheduled Trading Day).

              Forward Price:                         On the Effective Date, the Initial Forward Price, and on any other day,
                                                     the Forward Price as of the immediately preceding calendar day multiplied
                                                     by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on
                                                     each Forward Price Reduction Date, the Forward Price in effect on such
                                                     date shall be the Forward Price otherwise in effect on such date minus the
                                                     Forward Price Reduction Amount for such Forward Price Reduction Date.

              Initial Forward Price:                 USD $14.82 per Share.

              Daily Rate:                            For any day, (i)(A) USD-Federal Funds Rate for such day MINUS (B) the Spread
                                                     DIVIDED by (ii) 365.

              USD-Federal                            Funds Rate For any day, the rate set forth for such day opposite the
                                                     caption "Federal funds", as such rate is displayed on the page
                                                     "FedsOpen [Index] [GO]" on the BLOOMBERG Professional Service, or
                                                     any successor page; provided that if no rate appears for any day on
                                                     such page, the rate for the immediately preceding day for which a
                                                     rate appears shall be used for such day.

              Spread:                                1.00%

              Forward Price Reduction Date:          March 29, 2007, June 14, 2007, September 14, 2007, and December 13, 2007.

              Forward Price Reduction
              Amount:                                As set forth in Schedule I hereto
</TABLE>


                                       2
<PAGE>

<TABLE>
<S>                                                  <C>
              Shares:                                Common Stock, $0.001 par value per share, of Party B (also referred to herein
                                                     as the "Issuer") (Exchange identifier: "MPW").

              Exchange:                              The New York Stock Exchange.

              Related Exchange(s):                   All Exchanges.

              Clearance System:                      DTC.

              Calculation Agent:                     Wachovia Bank, National Association

         Settlement Terms:
         -----------------

              Settlement Date:                       Any Scheduled Trading Day following the Effective Date and up to and
                                                     including the Maturity Date, as designated (a) by Party B in a
                                                     written notice (a "Settlement Notice") that satisfies the Settlement
                                                     Notice Requirements and is delivered to Party A (i) at least three
                                                     Scheduled Trading Days prior to such Settlement Date, which may be
                                                     the Maturity Date, if Physical Settlement applies, and (ii) a number
                                                     of Scheduled Trading Days prior to such Settlement Date, which may
                                                     be the Maturity Date, equal to the greater of (A) 10 and (B) the
                                                     product, rounded up to the nearest whole number, of (1) the number
                                                     of Shares to be settled on such date, divided by the initial Base
                                                     Amount, and (2) 40, if Cash Settlement applies; provided that (i)
                                                     the Maturity Date shall be a Settlement Date if on such date the
                                                     Base Amount is greater than zero, (ii) if Cash Settlement applies
                                                     and Party A shall have fully unwound its hedge during an Unwind
                                                     Period by a date that is more than three Scheduled Trading Days
                                                     prior to a Settlement Date specified above, Party A may, by written
                                                     notice to Party B, specify any Scheduled Trading Day prior to such
                                                     originally specified Settlement Date as the Settlement Date, (iii)
                                                     if the Unwind Period for two Settlement Dates would overlap, the
                                                     Unwind Period for the later Settlement Date shall not begin until
                                                     the earlier settlement date has occurred and (iv) the Settlement
                                                     Date may be modified as provided under "Unwind Period" below; or (b)
                                                     by Party A pursuant to "Termination Settlement" below.

              Settlement                             Shares: With respect to any Settlement Date, a number of Shares, not
                                                     to exceed the Base Amount, designated as such by Party B in the
                                                     related Settlement Notice or by Party A pursuant to "Termination
                                                     Settlement" below; provided that Party B may not deliver more than
                                                     two such notices during the Term of this Transaction and no such
                                                     notice shall be delivered with respect to less than 500,000 Shares;
                                                     and provided further that on the Maturity Date the number of
                                                     Settlement Shares shall be equal to the Base Amount on such date.
</TABLE>


                                       3
<PAGE>

<TABLE>
<S>                                                  <C>
              Settlement:                            Physical Settlement or Cash Settlement, at the election of Party B
                                                     as set forth in a Settlement Notice that satisfies the Settlement
                                                     Notice Requirements; provided that Physical Settlement shall apply
                                                     (i) if no Settlement Method is validly selected, (ii) with respect
                                                     to any Settlement Shares in respect of which Party A is unable, in
                                                     its judgment, to unwind its hedge by the end of the Unwind Period in
                                                     a manner that, in the judgment of Party A, is consistent with the
                                                     requirements for qualifying for the safe harbor provided by Rule
                                                     10b-18 under the Exchange Act or due to the lack of sufficient
                                                     liquidity in the Shares on any Scheduled Trading Day during the
                                                     Unwind Period, (iii) if, at the time of electing Cash Settlement or
                                                     as a result of such election, Party B would be in default under the
                                                     Credit Agreement, dated as of October 27, 2005, as amended, by and
                                                     among MPT Operating Partnership L.P., as borrower, Merrill Lynch
                                                     Capital, a division of Merrill Lynch Business Financial Services,
                                                     Inc., as administrative agent and lender, and the additional lenders
                                                     from time to time party thereto (the "Credit Agreement"), and (iv)
                                                     to any Termination Settlement Date (as defined below under
                                                     "Termination Settlement").

              Settlement Notice
              Requirements:                          Notwithstanding any other provision hereof, a Settlement Notice
                                                     delivered by Party B that specifies Cash Settlement will not be
                                                     effective to establish a Settlement Date or require Cash Settlement
                                                     unless Party B delivers to Party A with such Settlement Notice a
                                                     representation signed by Party B substantially in the following
                                                     form: "As of the date of this Settlement Notice, Party B is not
                                                     aware of any material nonpublic information concerning itself or the
                                                     Shares, and is designating the date contained herein as a Settlement
                                                     Date in good faith and not as part of a plan or scheme to evade
                                                     compliance with the federal securities laws."

              Unwind                                 Period: Each Scheduled Trading Day that is not a Disrupted Day
                                                     during the period from and including the first Scheduled Trading Day
                                                     following the date Party B validly elects Cash Settlement in respect
                                                     of a Settlement Date through the third Scheduled Trading Day
                                                     preceding such Settlement Date; subject to "Termination Settlement"
                                                     below.

              Exchange Act:                          The Securities Exchange Act of 1934, as amended from time to time.

              Physical Settlement:                   On any Settlement Date in respect of which Physical Settlement
                                                     applies, Party B shall deliver to Party A through the Clearance
                                                     System the Settlement Shares for such Settlement Date, and Party A
                                                     shall deliver to Party B, by wire transfer of immediately available
                                                     funds to an account designated by Party B, an amount in cash equal
                                                     to the Physical Settlement Amount for such Settlement Date, on a
                                                     delivery versus payment basis.
</TABLE>


                                       4
<PAGE>

<TABLE>
<S>                                                  <C>
              Physical Settlement Amount:            For any Settlement Date in respect of which Physical Settlement
                                                     applies, an amount in cash equal to the product of (i) the Forward
                                                     Price on such Settlement Date and (ii) the number of Settlement
                                                     Shares for such Settlement Date.

              Cash Settlement:                       On any Settlement Date in respect of which Cash Settlement applies,
                                                     if the Cash Settlement Amount for such Settlement Date is a positive
                                                     number, Party A will pay such Cash Settlement Amount to Party B. If
                                                     the Cash Settlement Amount is a negative number, Party B will pay
                                                     the absolute value of such Cash Settlement Amount to Party A. Such
                                                     amounts shall be paid on the Settlement Date.

              Cash Settlement Amount:                For any Settlement Date in respect of which Cash Settlement applies,
                                                     an amount determined by the Calculation Agent equal to the
                                                     difference between (1) the product of (i) (A) the Forward Price on
                                                     the first day of the applicable Unwind Period minus (B) the weighted
                                                     average of the 10b-18 VWAPs per Share for each Scheduled Trading Day
                                                     at which Party A actually purchases Shares during such Unwind Period
                                                     to unwind its hedge, multiplied by (ii) the number of Settlement
                                                     Shares for such Settlement Date, minus (2) the product of (i) the
                                                     Forward Price Reduction Amount for any Forward Price Reduction Date
                                                     that occurs during such Unwind Period multiplied by (ii) the number
                                                     of Shares with respect to which Party A has not unwound its hedge as
                                                     of such Forward Price Reduction Date.

              10b-18 VWAP:                           For any Scheduled Trading Day during the Unwind Period which is not
                                                     a Disrupted Day, the volume-weighted average price at which the
                                                     Shares trade as reported in the composite transactions for the
                                                     Exchange on such Scheduled Trading Day, excluding (i) trades that do
                                                     not settle regular way, (ii) opening (regular way) reported trades
                                                     on the Exchange on such Scheduled Trading Day, (iii) trades that
                                                     occur in the last ten minutes before the scheduled close of trading
                                                     on the Exchange on such Scheduled Trading Day and ten minutes before
                                                     the scheduled close of the primary trading session in the market
                                                     where the trade is effected, and (iv) trades on such Scheduled
                                                     Trading Day that do not satisfy the requirements of Rule
                                                     10b-18(b)(3), as determined in good faith by the Calculation Agent.
                                                     Party B acknowledges that Party A may refer to the Bloomberg Page
                                                     "MPW [Equity] AQR SEC" (or any successor thereto), in its
                                                     discretion, for such Scheduled Trading Day to determine the 10b-18
                                                     VWAP.

              Settlement Currency:                   USD.

              Failure to Deliver:                    Inapplicable.

         Adjustments:
         -----------
</TABLE>


                                       5
<PAGE>

<TABLE>
<S>                                                  <C>
              Method of Adjustment:                  Calculation Agent Adjustment; notwithstanding anything to the
                                                     contrary in the 2002 Definitions, but without affecting Calculation
                                                     Agent's obligations contained in Section 1.40 of the 2002
                                                     Definitions, in effecting any adjustments contemplated by Section
                                                     11.2(c) of the 2002 Definitions, the Calculation Agent may make an
                                                     adjustment pursuant to Calculation Agent Adjustment to any one or
                                                     more of the Base Amount, the Forward Price and any other variable
                                                     relevant to the settlement or payment terms of the Transaction.

              Additional Adjustment:                 If, in Party A's sole judgment, the actual cost to Party A, over any
                                                     one month period, of borrowing a number of Shares equal to the Base
                                                     Amount to hedge its exposure to the Transaction exceeds a weighted
                                                     average rate equal to 100 basis points per annum, the Calculation
                                                     Agent shall reduce the Forward Price in order to compensate Party A
                                                     for the amount by which such cost exceeded a weighted average rate
                                                     equal to 100 basis points per annum during such period. The
                                                     Calculation Agent shall notify Party B prior to making any such
                                                     adjustment to the Forward Price and, upon the request of Party B,
                                                     Party A shall provide an itemized list of its stock loan costs for
                                                     the applicable one month period.

         Account Details:
         ---------------

                Payments to Party A:                 ABA: 053-000-219
                                                     Wachovia Bank, National Association
                                                     Charlotte, NC
                                                     A/C: 04659360009768
                                                     Attn: Equity Derivatives

              Payments to Party B:                   To be advised under separate cover or telephone confirmed prior to each
                                                     Settlement Date.

              Delivery of Shares to Party A:         DTC Settlement Instructions:
                                                     DTC Number:       2072
                                                     Agent ID:         52196
                                                     Institution ID:   52196

              Delivery of Shares to Party B:         To be advised.
</TABLE>

3.    Other Provisions:

         Conditions to Effectiveness:

            The effectiveness of this Confirmation on the Effective Date shall
            be subject to (i) the condition that the respective representations
            and warranties of Wachovia Capital Markets, LLC (the "Agent") and
            Party B contained in the Underwriting Agreement dated the date
            hereof among Party B, Party A and UBS Securities LLC and the Agent
            as Representatives of the Several Underwriters (the "Underwriting
            Agreement") and any certificate delivered pursuant thereto by the
            Agent or Party B are true and correct on the Effective Date as if
            made as of the Effective Date, (ii) the condition that the Agent and
            Party B have performed all of their respective obligations required
            to


                                       6
<PAGE>

            be performed by them under the Underwriting Agreement on or prior to
            the Effective Date, (iii) the condition that Party B has delivered
            to Party A resolutions of the Board of Directors of Party B
            authorizing the Transaction, in form and substance satisfactory to
            Party A, (iv) the satisfaction of all of the conditions set forth in
            Section 7 of the Underwriting Agreement and (v) the condition that
            neither of the following has occurred (A) Party A is unable to
            borrow and deliver for sale a number of Shares equal to the Base
            Amount, or (B) in Party A's sole judgment either it is impracticable
            to do so or Party A would incur a weighted average stock loan cost
            of more than a rate equal to 150 basis points per annum to do so (in
            either of which events this Confirmation shall be effective but the
            Base Amount for this Transaction shall be the number of Shares Party
            A is required to deliver in accordance with Section 1 of the
            Underwriting Agreement).

         Representations and Agreements of Party B:

            Party B (i) has such knowledge and experience in financial and
            business affairs as to be capable of evaluating the merits and risks
            of entering into this Transaction; (ii) has consulted with its own
            legal, financial, accounting and tax advisors in connection with
            this Transaction; and (iii) is entering into this Transaction for a
            bona fide business purpose.

            Party B is not and has not been the subject of any civil proceeding
            of a judicial or administrative body of competent jurisdiction that
            could reasonably be expected to impair materially Party B's ability
            to perform its obligations hereunder.

            Party B will by the next succeeding New York Business Day notify
            Party A upon obtaining knowledge of the occurrence of any event that
            would constitute an Event of Default, a Potential Event of Default
            or a Potential Adjustment Event.

         Additional Representations, Warranties and Agreements of Party B:
         Party B hereby represents and warrants to, and agrees with, Party A
         as of the date hereof that:

            (a)   Any Shares, when issued and delivered in accordance with the
                  terms of the Transaction, will be duly authorized and validly
                  issued, fully paid and nonassessable, and the issuance thereof
                  will not be subject to any preemptive or similar rights.

            (b)   Party B has reserved and will keep available at all times,
                  free from preemptive rights, out of its authorized but
                  unissued Shares, solely for the purpose of issuance upon
                  settlement of the Transaction as herein provided, the full
                  number of Shares as shall be issuable at such time upon
                  settlement of the Transaction. All Shares so issuable shall,
                  upon such issuance, be accepted for listing or quotation on
                  the Exchange.

            (c)   Subject to the last sentence of this paragraph, Party B agrees
                  to provide Party A at least 30 days' written notice (an
                  "Issuer Repurchase Notice") prior to executing any repurchase
                  of Shares by Party B or any of its subsidiaries (or entering
                  into any contract that would require, or give the option to,
                  Party B or any of its subsidiaries, to purchase or repurchase
                  Shares), whether out of profits or capital or whether the
                  consideration for such repurchase is cash, securities or
                  otherwise (an "Issuer Repurchase"), that alone or in the
                  aggregate would result in the Base Amount Percentage (as
                  defined below) being (i) equal to or greater than 4.5% of the
                  outstanding Shares and (ii) greater by 0.5% or more than the
                  Base Amount Percentage at the time of the immediately
                  preceding Issuer Repurchase Notice (or in the case of the
                  first such Issuer Repurchase Notice, greater than the Base
                  Amount Percentage as of the later of the date hereof or the
                  immediately preceding Settlement Date, if any). The "Base
                  Amount Percentage" as of any day is the fraction (1) the
                  numerator of which is the Base Amount and (2) the denominator
                  of which is the number of Shares outstanding on such day. If
                  Party B


                                       7
<PAGE>

                  reasonably determines that compliance with any notice
                  obligations of Party B contained in this paragraph any delay
                  of related repurchase of Shares could jeopardize Party B's
                  status as a "real estate investment trust" within the meaning
                  of the Internal Revenue Code of 1986, as amended, and the
                  Treasury Regulations promulgated thereunder, then,
                  notwithstanding any such notice obligations, Party B shall be
                  entitled to immediately effect any repurchases of Shares
                  contemplated by Party B's charter ("Charter Repurchases")
                  reasonable necessary to maintain such status and shall use its
                  best efforts to simultaneously notify Party A of such
                  repurchases.

            (d)   Neither the execution and delivery of this Confirmation nor
                  the incurrence or performance of obligations of Party B
                  hereunder will conflict with or result in a breach of the
                  Amended and Restated Articles of Incorporation of Party B, as
                  amended and restated as of the date hereof (the "Articles of
                  Incorporation") or by-laws (or any equivalent documents) of
                  Party B, or any applicable law or regulation, including any
                  provisions of the Maryland General Corporation Law, or any
                  order, writ, injunction or decree of any court or governmental
                  authority or agency, or any agreement or instrument to which
                  the Party B or any of its subsidiaries is a party or by which
                  the Party B or any of its subsidiaries is bound or to which
                  the Party B or any of its subsidiaries is subject, including
                  the Credit Agreement, or constitute a default under, or result
                  in the creation of any lien under, any such agreement or
                  instrument, or breach or constitute a default under any
                  agreements and contracts of the Counterparty and the
                  significant subsidiaries filed as exhibits to the
                  Counterparty's Annual Report on Form 10-K.

            (e)   No filing with, or approval, authorization, consent, license
                  registration, qualification, order or decree of, any court or
                  governmental authority or agency, domestic or foreign, is
                  necessary or required for the execution, delivery and
                  performance by Party B of this Confirmation and the
                  consummation of the Transaction (including, without
                  limitation, the issuance and delivery of Shares on any
                  Settlement Date) except (i) such as have been obtained under
                  the Securities Act, and (ii) as may be required to be obtained
                  under state securities laws.

            (f)   Party B is not insolvent, nor will Party B be rendered
                  insolvent as a result of this Transaction.

            (g)   Neither Party B nor any of its affiliates shall take or
                  refrain from taking any action (including, without limitation,
                  any direct purchases by Party B or any of its affiliates or
                  any purchases by a party to a derivative transaction with
                  Party B or any of its affiliates), either under this
                  Confirmation, under an agreement with another party or
                  otherwise, that might cause any purchases of Shares by Party A
                  or any of its affiliates in connection with any Cash
                  Settlement of this Transaction not to meet the requirements of
                  the safe harbor provided by Rule 10b-18 under the Exchange Act
                  if such purchases were made by Party B.

            (h)   Party B will not engage in any "distribution" (as defined in
                  Regulation M under the Exchange Act) that would cause a
                  "restricted period" (as defined in Regulation M) to occur
                  during any Unwind Period.

            (i)   Party B is an "eligible contract participant" (as such term is
                  defined in Section 1(a)(12) of the Commodity Exchange Act, as
                  amended).

            (j)   In addition to any other requirements set forth herein, Party
                  B agrees not to elect Physical Settlement or Cash Settlement
                  if, in the reasonable judgment of either Party A or Party B,
                  such settlement or Party A's related market activity would
                  result in a violation of the U.S. federal securities laws or
                  any other federal or state law or regulation applicable to
                  Party B.

         Covenant of Party B:


                                       8
<PAGE>

            The parties acknowledge and agree that any Shares delivered by Party
            B to Party A on any Settlement Date will be newly issued Shares and
            when delivered by Party A (or an affiliate of Party A) to securities
            lenders from whom Party A (or an affiliate of Party A) borrowed
            Shares in connection with hedging its exposure to the Transaction
            will be freely saleable without further registration or other
            restrictions under the Securities Act of 1933, as amended (the
            "Securities Act"), in the hands of those securities lenders,
            irrespective of whether such stock loan is effected by Party A or an
            affiliate of Party A. Accordingly, Party B agrees that the
            Settlement Shares that it delivers to Party A on each Settlement
            Date will not bear a restrictive legend and that such Settlement
            Shares will be deposited in, and the delivery thereof shall be
            effected through the facilities of, the Clearance System.

         Covenants of Party A:

            (a)   Unless the provisions set forth below under "Private Placement
                  Procedures" shall be applicable, Party A shall use any Shares
                  delivered by Party B to Party A on any Settlement Date to
                  return to securities lenders to close out open stock loans, if
                  any, with respect to Shares.

            (b)   In connection with bids and purchases of Shares in connection
                  with any Cash Settlement of this Transaction, Party A shall
                  use its reasonable best efforts to conduct its activities, or
                  cause its affiliates to conduct their activities, in a manner
                  consistent with the requirements of the safe harbor provided
                  by Rule 10b-18 under the Exchange Act, as if such provisions
                  were applicable to such purchases.

            Insolvency Filing:

            Notwithstanding anything to the contrary herein, in the Agreement or
            in the Definitions, upon any Insolvency Filing in respect of the
            Issuer, the Transaction shall automatically terminate on the date
            thereof without further liability of either party to this
            Confirmation to the other party (except for any liability in respect
            of any breach of representation or covenant by a party under this
            Confirmation prior to the date of such Insolvency Filing).

            Extraordinary Dividends:

            If an ex-dividend date for an Extraordinary Dividend occurs on or
            after the Trade Date and on or prior to the Maturity Date, Party B
            shall pay an amount, as determined by the Calculation Agent, in cash
            equal to the product of such Extraordinary Dividend and the Base
            Amount on the record date for such dividend to Party A on the
            earlier of (i) the date on which such Extraordinary Dividend is paid
            by the Issuer to holders of record of the Shares or (ii) the
            Maturity Date. "Extraordinary Dividend" means the per Share amount
            of any cash dividend or distribution declared by the Issuer with
            respect to the Shares that is specified by the board of directors of
            the Issuer as an "extraordinary" dividend.

            Acceleration Events:

            The following events shall each constitute an "Acceleration Event":

            (a)   Stock Borrow Events. In the reasonable judgment of Party A (i)
                  Party A is unable to hedge Party A's exposure to the
                  Transaction because (A) of the lack of sufficient Shares being
                  made available for Share borrowing by lenders, or (B) it is
                  otherwise commercially impracticable or (ii) Party A would
                  incur a cost to borrow Shares to hedge its exposure to the
                  Transaction that is greater than a rate equal to 150 basis
                  points per annum (each of (i) and (ii) a "Stock Borrow
                  Event");


                                       9
<PAGE>

            (b)   Dividends and Other Distributions. On any day occurring after
                  the Trade Date Party B declares a distribution, issue or
                  dividend to existing holders of the Shares of (i) any cash
                  dividend (other than an Extraordinary Dividend) to the extent
                  all cash dividends having an ex-dividend date during the
                  period from and including any Forward Price Reduction Date
                  (with each of the Trade Date and the Maturity Date being a
                  Forward Price Reduction Date having a Forward Price Reduction
                  Amount equal to $0.00 for purposes of this clause (b) only) to
                  but excluding the next subsequent Forward Price Reduction Date
                  exceeds, on a per Share basis, the sum of the Forward Price
                  Reduction Amount and $0.01, or (ii) share capital or
                  securities of another issuer acquired or owned (directly or
                  indirectly) by Party B as a result of a spin-off or other
                  similar transaction or (iii) any other type of securities
                  (other than Shares), rights or warrants or other assets, for
                  payment (cash or other consideration) at less than the
                  prevailing market price as determined by Party A;

            (d)   ISDA Early Termination Date. Either Party A or Party B has the
                  right to designate an Early Termination Date pursuant to
                  Section 6 of the Agreement;

            (e)   Other ISDA Events. The occurrence of an Announcement Date in
                  respect of an Extraordinary Event; the occurrence of any
                  Change in Law or Delisting; provided that in case of a
                  Delisting, in addition to the provisions of Section
                  12.6(a)(iii) of the 2002 Definitions, it will also constitute
                  a Delisting if the Exchange is located in the United States
                  and the Shares are not immediately re-listed, re-traded or
                  re-quoted on any of the New York Stock Exchange, the American
                  Stock Exchange or the NASDAQ National Market (or their
                  respective successors); or

            (f)   Issuer Repurchases. Party B publicly announces or discloses
                  any Issuer Repurchase (whether or not subsequently amended)
                  that alone, or in the aggregate, results in, or could result
                  in, the Base Amount representing more than 4.5% of the total
                  outstanding Shares (assuming the consummation of such proposed
                  Issuer Repurchase).

         Termination Settlement:

            Upon the occurrence of any Acceleration Event, Party A shall have
            the right to designate, upon at least one Scheduled Trading Day's
            notice, any Scheduled Trading Day following such occurrence to be a
            Settlement Date hereunder (a "Termination Settlement Date") to which
            Physical Settlement shall apply, and to select the number of
            Settlement Shares relating to such Termination Settlement Date;
            provided that (i) in the case of an Acceleration Event arising out
            of a Stock Borrow Event, the number of Settlement Shares so
            designated by Party A shall not exceed the number of Shares as to
            which such Stock Borrow Event exists and (ii) in the case of an
            Acceleration Event arising out of an Issuer Repurchase, the number
            of Settlement Shares so designated by Party A shall not exceed the
            number of Shares necessary to cause the Base Amount to be less than
            4.5% of the total outstanding Shares (assuming consummation of such
            proposed Issuer Repurchase). If, upon designation of a Termination
            Settlement Date by Party A pursuant to the preceding sentence, Party
            B fails to deliver the Settlement Shares relating to such
            Termination Settlement Date when due, such failure shall constitute
            an Event of Default with respect to Party B and Section 6 of the
            Agreement shall apply. If an Acceleration Event occurs during an
            Unwind Period relating to a number of Settlement Shares to which
            Cash Settlement applies, then on the Termination Settlement Date
            relating to such Acceleration Event, notwithstanding any election to
            the contrary by Party B, Cash Settlement shall apply to the portion
            of the Settlement Shares relating to such Unwind Period as to which
            Party A has unwound its hedge and Physical Settlement shall apply in
            respect of the remainder (if any) of such Settlement Shares, in
            addition to the Settlement Shares designated by Party A in respect
            of such Termination Settlement Date.

         Private Placement Procedures


                                       10
<PAGE>

            If Party B is unable to comply with the provisions of "Covenant of
            Party B" above because of a change in law or a change in the policy
            of the Securities and Exchange Commission or its staff, or Party A
            otherwise determines that in its reasonable opinion any Settlement
            Shares to be delivered to Party A by Party B may not be freely
            returned by Party A or its affiliates to securities lenders as
            described under "Covenant of Party B" above, then delivery of any
            such Settlement Shares (the "Restricted Shares") shall be effected
            pursuant to Annex A hereto, unless waived by Party A.

         Rule 10b5-1:

            It is the intent of Party A and Party B that following any election
            of Cash Settlement by Party B, the purchase of Shares by Party A
            during any Unwind Period comply with the requirements of Rule
            10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation
            shall be interpreted to comply with the requirements of Rule
            10b5-1(c).

            Party B acknowledges that (i) during any Unwind Period Party B does
            not have, and shall not attempt to exercise, any influence over how,
            when or whether to effect purchases of Shares by Party A (or its
            agent or affiliate) in connection with this Confirmation and (ii)
            Party B is entering into the Agreement and this Confirmation in good
            faith and not as part of a plan or scheme to evade compliance with
            federal securities laws including, without limitation, Rule 10b-5
            promulgated under the Exchange Act.

            Party B hereby agrees with Party A that during any Unwind Period
            Party B shall not communicate, directly or indirectly, any Material
            Non-Public Information (as defined herein) to any EDG Personnel (as
            defined below). For purposes of this Transaction, "Material
            Non-Public Information" means information relating to Party B or the
            Shares that (a) has not been widely disseminated by wire service, in
            one or more newspapers of general circulation, by communication from
            Party B to its shareholders or in a press release, or contained in a
            public filing made by Party B with the Securities and Exchange
            Commission and (b) a reasonable investor might consider to be of
            importance in making an investment decision to buy, sell or hold
            Shares. For the avoidance of doubt and solely by way of
            illustration, information should be presumed "material" if it
            relates to such matters as dividend increases or decreases, earnings
            estimates, changes in previously released earnings estimates,
            significant expansion or curtailment of operations, a significant
            increase or decline of orders, significant merger or acquisition
            proposals or agreements, significant new products or discoveries,
            extraordinary borrowing, major litigation, liquidity problems,
            extraordinary management developments, purchase or sale of
            substantial assets, or other similar information. For purposes of
            this Transaction, "EDG Personnel" means any employee on the trading
            side of the Equity Derivatives Group of the Agent (or any other
            person or persons designated from time to time by the respective
            Compliance Groups of Party A).

         Maximum Share Delivery:

            Notwithstanding any other provision of this Confirmation, in no
            event will Party B be required to deliver on any Settlement Date,
            whether pursuant to Physical Settlement, Termination Settlement or
            any Private Placement Settlement, more than 6,000,000 Shares to
            Party A, subject to reduction by the amount of any Shares delivered
            by Party B on any prior Settlement Date.

         Market Disruption Event:

            Section 6.3(a) of the 2002 Definitions is amended by deleting the
            words "at any time during the one hour period that ends at the
            relevant Valuation Time, Latest Exercise Time, Knock-in Valuation
            Time or Knock-out Valuation Time, as the case may be,".


                                       11
<PAGE>

         Assignment:

            Party A may assign or transfer any of its rights or delegate any of
            its duties hereunder to any affiliate of Party A or any entity
            organized or sponsored by Party A without the prior written consent
            of Party B. Notwithstanding any other provision of this Confirmation
            to the contrary requiring or allowing Party A to purchase or receive
            any Shares from Party B, Party A may designate any of its affiliates
            to purchase or receive such Shares or otherwise to perform Party A's
            obligations in respect of this Transaction and any such designee may
            assume such obligations, and Party A shall be discharged of its
            obligations to Party B solely to the extent of any such performance.

         Matters Relating to Agent:

            (a) The Agent is registered as a broker-dealer with the U.S.
            Securities and Exchange Commission and the National Association of
            Securities Dealers, is acting hereunder for and on behalf of Party A
            solely in its capacity as agent for Party A pursuant to instructions
            from Party A, and is not and will not be acting as the
            Counterparty's agent, broker, advisor or fiduciary in any respect
            under or in connection with this Transaction.

            (b) In addition to acting as Party A's agent in executing this
            Transaction, the Agent is authorized from time to time to give
            written payment and/or delivery instructions to the Counterparty
            directing it to make its payments and/or deliveries under this
            Transaction to an account of the Agent for remittance to Party A (or
            its designee), and for that purpose any such payment or delivery by
            the Counterparty to the Agent shall be treated as a payment or
            delivery to Party A.

            (c) Except as otherwise provided herein, any and all notices,
            demands, or communications of any kind transmitted in writing by
            either Party A or the Counterparty under or in connection with this
            Transaction will be transmitted exclusively by such party to the
            other party through the Agent at the following address:

                      Wachovia Capital Markets, LLC
                      201 South College Street, 6th Floor
                      Charlotte, NC  28288-0601
                      Facsimile No.: (704) 383-8425
                      Telephone No.: (704) 715-8086
                      Attention:  Equity Derivatives

            (d) The Agent shall have no responsibility or liability to Party A
            or the Counterparty for or arising from (i) any failure by either
            Party A or the Counterparty to perform any of their respective
            obligations under or in connection with this Transaction, (ii) the
            collection or enforcement of any such obligations, or (iii) the
            exercise of any of the rights and remedies of either Party A or the
            Counterparty under or in connection with this Transaction. Each of
            Party A and the Counterparty agrees to proceed solely against the
            other to collect or enforce any such obligations, and the Agent
            shall have no liability in respect of this Transaction except for
            its gross negligence or willful misconduct in performing its duties
            as the agent of Party A.

            (e) Upon written request, the Agent will furnish to Party A and the
            Counterparty the date and time of the execution of this Transaction
            and a statement as to the source and amount of any remuneration
            received or to be received by the Agent in connection with this
            Transaction.


                                       12
<PAGE>

         Indemnity

            Party B agrees to indemnify Party A and its affiliates and their
            respective directors, officers, agents and controlling parties
            (Party A and each such affiliate or person being an "Indemnified
            Party") from and against any and all losses, claims, damages and
            liabilities incurred by or asserted against such Indemnified Party
            arising out of, in connection with, or relating to, any breach of
            any covenant or representation made by Party B in this Confirmation
            or the Agreement, the consummation of the transactions contemplated
            hereby or any breach of the Articles of Incorporation, and will
            reimburse any Indemnified Party for all reasonable expenses
            (including reasonable legal fees and expenses) as they are incurred
            in connection with the investigation of, preparation for, or defense
            of any pending or threatened claim or any action or proceeding
            arising therefrom, whether or not such Indemnified Party is a party
            thereto. Party B will not be liable under this Indemnity paragraph
            to the extent that any loss, claim, damage, liability or expense is
            found in a judgment by a court to have resulted from Party A's gross
            negligence, willful misconduct or breach of any representation or
            covenant of Party A contained in this Confirmation of the Agreement.

         Notice

            Non-Reliance:                               Applicable

            Additional Acknowledgments:                 Applicable

            Agreements and Acknowledgments
            Regarding Hedging Activities:               Applicable

4.    The Agreement is further supplemented by the following provisions:

         No Collateral or Setoff.:

            Notwithstanding Section 6(f) or any other provision of the Agreement
            or any other agreement between the parties to the contrary, the
            obligations of Party B hereunder are not secured by any collateral.
            Obligations under this Transaction shall not be set off against any
            other obligations of the parties, whether arising under the
            Agreement, this Confirmation, under any other agreement between the
            parties hereto, by operation of law or otherwise, and no other
            obligations of the parties shall be set off against obligations
            under this Transaction, whether arising under the Agreement, this
            Confirmation, under any other agreement between the parties hereto,
            by operation of law or otherwise, and each party hereby waives any
            such right of setoff. In calculating any amounts under Section 6(e)
            of the Agreement, notwithstanding anything to the contrary in the
            Agreement, (a) separate amounts shall be calculated as set forth in
            such Section 6(e) with respect to (i) this Transaction and (ii) all
            other Transactions, and (b) such separate amounts shall be payable
            pursuant to Section 6(d)(ii) of the Agreement.

         Status of Claims in Bankruptcy:

            Party A acknowledges and agrees that this confirmation is not
            intended to convey to Party A rights with respect to the
            transactions contemplated hereby that are senior to the claims of
            common stockholders in any U.S. bankruptcy proceedings of Party B;
            provided, however, that nothing herein shall limit or shall be
            deemed to limit Party A's right to pursue remedies in the event of a
            breach by Party B of its obligations and agreements with respect to
            this Confirmation and the Agreement; and provided further, that
            nothing herein shall limit or shall be deemed to limit Party A's
            rights in respect of any transaction other than the Transaction.


                                       13
<PAGE>

         Limit on Beneficial Ownership:

            Notwithstanding any other provisions hereof, Party A shall not be
            entitled to receive Shares or any other class of voting securities
            of the Issuer hereunder (whether in connection with the purchase of
            Shares on any Settlement Date or any Termination Settlement Date,
            any Private Placement Settlement or otherwise) to the extent (but
            only to the extent) that such receipt would result in Party A or any
            of its affiliates or associates directly or indirectly beneficially
            owning (as such term is defined for purposes of Section 13(d) of the
            Exchange Act) at any time in excess of 4.5% of the outstanding
            Shares or any other class of voting securities of the Issuer. Any
            purported delivery hereunder shall be void and have no effect to the
            extent (but only to the extent) that such delivery would result in
            Party A or any of its affiliates or associates directly or
            indirectly so beneficially owning in excess of 4.5% of the
            outstanding Shares or any other class of voting securities of the
            Issuer. If any delivery owed to Party A hereunder is not made, in
            whole or in part, as a result of this provision, Party B's
            obligation to make such delivery shall not be extinguished and Party
            B shall make such delivery as promptly as practicable after, but in
            no event later than one Clearance System Business Day after, Party A
            gives notice to Party B that such delivery would not result in Party
            A or any of its affiliates or associates directly or indirectly so
            beneficially owning in excess of 4.5% of the outstanding Shares or
            any other class of voting securities of the Issuer.

         Miscellaneous:

            (a)   Addresses for Notices. For the purpose of Section 12(a) of the
                  Agreement:

                  Address for notices or communications to Party A:

                       Address:              Wachovia Bank, National Association
                                             375 Park Avenue
                                             New York, NY 10152

                       Attention:                     Head of Documentation
                       Telephone No.:        (212) 214-6100
                       Facsimile No.:        (212) 214-5913

                       With a copy to:

                       Address:              Wachovia Capital Markets, LLC
                                             201 South College Street, 6th Floor
                                             Charlotte, NC 28288-0601
                       Attention:            Equity Derivatives
                       Telephone No.:        (704) 715-8086
                       Facsimile No.:        (704) 383-8425

                  Address for notices or communications to Party B:

                       Address:              Medical Properties Trust, Inc.
                                             1000 Urban Center Drive, Suite 501
                                             Birmingham, Alabama 35242
                       Attention:            Charles Lambert
                       Telephone No.:        (205) 969-3755
                       Facsimile No.:        (205) 969-3756


                                       14
<PAGE>

            (b)   WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES, TO THE
                  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
                  HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR
                  PROCEEDING RELATING TO THIS CONFIRMATION. Each party (i)
                  certifies that no representative, agent or attorney of the
                  other party has represented, expressly or otherwise, that such
                  other party would not, in the event of such a suit action or
                  proceeding, seek to enforce the foregoing waiver and (ii)
                  acknowledges that it and the other party have been induced to
                  enter into this Confirmation by, among other things, the
                  mutual waivers and certifications herein.

         Acknowledgments.

            The parties hereto intend for:

            (a)   this Transaction to be a "securities contract" as defined in
                  Section 741(7) of Title 11 of the United States Code (the
                  "Bankruptcy Code"), qualifying for the protections under
                  Section 555 of the Bankruptcy Code;

            (b)   a party's right to liquidate this Transaction and to exercise
                  any other remedies upon the occurrence of any Event of Default
                  under the Agreement with respect to the other party to
                  constitute a "contractual right" as defined in the Bankruptcy
                  Code;

            (c)   Party A to be a "financial institution" within the meaning of
                  Section 101(22) of the Bankruptcy Code; and

            (d)   all payments for, under or in connection with this
                  Transaction, all payments for the Shares and the transfer of
                  such Shares to constitute "settlement payments" as defined in
                  the Bankruptcy Code.

         Severability.

            If any term, provision, covenant or condition of this Confirmation,
            or the application thereof to any party or circumstance, shall be
            held to be invalid or unenforceable in whole or in part for any
            reason, the remaining terms, provisions, covenants, and conditions
            hereof shall continue in full force and effect as if this
            Confirmation had been executed with the invalid or unenforceable
            provision eliminated, so long as this Confirmation as so modified
            continues to express, without material change, the original
            intentions of the parties as to the subject matter of this
            Confirmation and the deletion of such portion of this Confirmation
            will not substantially impair the respective benefits or
            expectations of parties to this Agreement; provided, however, that
            this severability provision shall not be applicable if any provision
            of Section 2, 5, 6 or 13 of the Agreement (or any definition or
            provision in Section 14 to the extent that it relates to, or is used
            in or in connection with any such Section) shall be so held to be
            invalid or unenforceable.

                  [Remainder of page intentionally left blank]


                                       15
<PAGE>

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us by
facsimile at 212-214-5913 (Attention: Equity Division Documentation Unit, by
telephone contact 212-214-6100).

Very truly yours,

<TABLE>
<S>                                                  <C>
WACHOVIA CAPITAL MARKETS, LLC,                       WACHOVIA BANK, NATIONAL ASSOCIATION
acting solely in its capacity as Agent               By: Wachovia Capital Markets, LLC,
of Wachovia Bank, National Association                     acting solely in its capacity as its Agent

By: /s/ Cathleen Burke                               By:  /s/ Cathleen Burke
   ----------------------------                          ----------------------------
Name:    Cathleen Burke                              Name:    Cathleen Burke
Title:   Managing Director                           Title:   Managing Director

Accepted and confirmed as of the date first above written:

MEDICAL PROPERTIES TRUST, INC.

By:  /s/ R. Steven Hamner
    --------------------------
Name: R. Steven Hamner
Title: Executive Vice President & CFO
</TABLE>


<PAGE>

                                                                      SCHEDULE I

<TABLE>
<CAPTION>
Forward Price                                                   Forward Price
Reduction Date                                                  Reduction Amount
--------------                                                  ----------------
<S>                                                             <C>
March 29, 2007                                                  $0.27

June 14, 2007                                                   $0.28

September 14, 2007                                              $0.31

December 13, 2007                                               $0.32
</TABLE>


<PAGE>

                                                                         ANNEX A

                          PRIVATE PLACEMENT PROCEDURES

(i)   If Party B delivers the Restricted Shares pursuant to this clause (i) (a
      "Private Placement Settlement"), then delivery of Restricted Shares by
      Party B shall be effected in customary private placement procedures with
      respect to such Restricted Shares reasonably acceptable to Party A;
      provided that if , on or before the date that a Private Placement
      Settlement would occur, Party B has taken, or caused to be taken, any
      action that would make unavailable either the exemption pursuant to
      Section 4(2) of the Securities Act for the sale by Party B to Party A (or
      any affiliate designated by Party A) of the Restricted Shares or the
      exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act
      for resales of the Restricted Shares by Party A (or any such affiliate of
      Party A) or Party B fails to deliver the Restricted Shares when due or
      otherwise fails to perform obligations within its control in respect of a
      Private Placement Settlement, it shall be an Event of Default with respect
      to Party B and Section 6 of the Agreement shall apply. The Private
      Placement Settlement of such Restricted Shares shall include customary
      representations, covenants, blue sky and other governmental filings and/or
      registrations, indemnities to Party A, due diligence rights (for Party A
      or any designated buyer of the Restricted Shares by Party A), opinions and
      certificates, and such other documentation as is customary for private
      placement agreements, all reasonably acceptable to Party A. In the case of
      a Private Placement Settlement, Party A shall, in its good faith
      discretion, adjust the amount of Restricted Shares to be delivered to
      Party A hereunder in a commercially reasonable manner to reflect the fact
      that such Restricted Shares may not be freely returned to securities
      lenders by Party A and may only be saleable by Party A at a discount to
      reflect the lack of liquidity in Restricted Shares. Notwithstanding the
      Agreement or this Confirmation, the date of delivery of such Restricted
      Shares shall be the Clearance System Business Day following notice by
      Party A to Party B of the number of Restricted Shares to be delivered
      pursuant to this clause (i). For the avoidance of doubt, delivery of
      Restricted Shares shall be due as set forth in the previous sentence and
      not be due on the Settlement Date or Termination Settlement Date that
      would otherwise be applicable.

(ii)  If Party B delivers any Restricted Shares in respect of the Transaction,
      Party B agrees that (i) such Shares may be transferred by and among the
      Agent and its affiliates and (ii) after the minimum "holding period"
      within the meaning of Rule 144(d) under the Securities Act has elapsed
      after the applicable Settlement Date, Party B shall promptly remove, or
      cause the transfer agent for the Shares to remove, any legends referring
      to any transfer restrictions from such Shares upon delivery by Party A (or
      such affiliate of Party A) to Party B or such transfer agent of seller's
      and broker's representation letters customarily delivered by Party A or
      its affiliates in connection with resales of restricted securities
      pursuant to Rule 144 under the Securities Act, each without any further
      requirement for the delivery of any certificate, consent, agreement,
      opinion of counsel, notice or any other document, any transfer tax stamps
      or payment of any other amount or any other action by Party A (or such
      affiliate of Party A).