AMENDED AND RESTATED MEDICAL PROPERTIES TRUST, INC. 2004 EQUITY INCENTIVE PLAN

<PAGE>

Exhibit 4.1

AMENDED AND RESTATED

MEDICAL PROPERTIES TRUST, INC.

2004 EQUITY INCENTIVE PLAN

<PAGE>

.

.

.

Table of Contents

<TABLE>

<CAPTION>

Page

----

<S> <C>

ARTICLE 1. DEFINITIONS............................................................................ 1

ARTICLE 2. COMMON STOCK SUBJECT TO PLAN........................................................... 5

2.1 Common Stock Subject to Plan.......................................................... 5

2.2 Add-back of Grants.................................................................... 5

ARTICLE 3. ELIGIBILITY; GRANTS; AWARD AGREEMENTS.................................................. 5

3.1 Eligibility........................................................................... 5

3.2 Awards................................................................................ 6

3.3 Provisions Applicable to Section 162(m) Participants.................................. 6

3.4 Award Agreement....................................................................... 7

ARTICLE 4. OPTIONS................................................................................ 7

4.1 Award Agreement for Option Grant...................................................... 7

4.2 Option Price.......................................................................... 7

4.3 Qualification for Incentive Stock Options............................................. 7

4.4 Change in Incentive Stock Option Grant................................................ 7

4.5 Option Term........................................................................... 8

4.6 Option Exercisability and Vesting..................................................... 8

4.7 Fair Market Value..................................................................... 8

ARTICLE 5. EXERCISE OF OPTIONS.................................................................... 9

5.1 Exercise.............................................................................. 9

5.2 Manner of Exercise.................................................................... 9

5.3 Conditions to Issuance of Common Stock................................................ 10

5.4 Rights as Stockholders................................................................ 10

5.5 Ownership and Transfer Restrictions................................................... 10

5.6 Limitations on Exercise of Options.................................................... 11

ARTICLE 6. STOCK AWARDS........................................................................... 11

6.1 Award Agreement....................................................................... 11

6.2 Awards of Restricted Common Stock, Restricted Stock Units and Deferred Stock Units.... 11

6.3 Rights as Stockholders................................................................ 12

6.4 Restriction........................................................................... 12

6.5 Lapse of Restrictions................................................................. 13

6.6 Repurchase of Restricted Common Stock................................................. 13

6.7 Escrow................................................................................ 13

6.8 Legend................................................................................ 13

6.9 Conversion............................................................................ 13

ARTICLE 7. STOCK APPRECIATION RIGHTS.............................................................. 13

7.1 Award Agreement for SARs.............................................................. 13

7.2 General Requirements.................................................................. 13

</TABLE>

i

<PAGE>

Table of Contents

(continued)

<TABLE>

<CAPTION>

Page

----

<S> <C>

7.3 Base Amount........................................................................... 14

7.4 Tandem SARs........................................................................... 14

7.5 SAR Exercisability.................................................................... 14

7.6 Value of SARs......................................................................... 14

7.7 Form of Payment....................................................................... 14

ARTICLE 8. PERFORMANCE UNITS...................................................................... 14

8.1 Award Agreement for Performance Units................................................. 14

8.2 General Requirements.................................................................. 15

8.3 Performance Period and Performance Goals.............................................. 15

8.4 Payment With Respect to Performance Units............................................. 15

ARTICLE 9. DEFERRALS.............................................................................. 15

ARTICLE 10. ADMINISTRATION........................................................................ 15

10.1 Committee............................................................................. 15

10.2 Duties and Powers of Committee........................................................ 16

10.3 Compensation; Professional Assistance; Good Faith Actions............................. 16

ARTICLE 11. MISCELLANEOUS PROVISIONS.............................................................. 16

11.1 Transferability....................................................................... 16

11.2 Amendment, Suspension or Termination of this Plan..................................... 17

11.3 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of

the Company and Other Corporate Events................................................ 17

11.4 Continued Employment.................................................................. 19

11.5 Tax Withholding....................................................................... 19

11.6 Forfeiture Provisions................................................................. 20

11.7 Limitations Applicable to Section 16 Persons and Performance-Based Compensation....... 20

11.8 Restrictions.......................................................................... 20

11.9 Restrictive Legend.................................................................... 21

11.10 Effect of Plan Upon Option and Compensation Plans..................................... 21

11.11 Compliance with Laws.................................................................. 21

11.12 Titles................................................................................ 22

11.13 Governing Law......................................................................... 22

</TABLE>

ii

<PAGE>

AMENDED AND RESTATED

MEDICAL PROPERTIES TRUST, INC.

2004 EQUITY INCENTIVE PLAN

Medical Properties Trust, Inc., a Maryland corporation (the "Company"), has

established the Amended and Restated Medical Properties Trust, Inc. 2004 Equity

Incentive Plan (the "Plan"), for the benefit of Employees, Consultants and

Directors of the Company and MPT Operating Partnership, L.P.

The purposes of this Plan are (a) to recognize and compensate selected

Employees, Consultants and Directors who contribute to the development and

success of the Company and its Affiliates and Subsidiaries, (b) to attract and

retain, Employees, Consultants and Directors, and (c) to provide incentive

compensation to Employees, Consultants and Directors based upon the performance

of the Company and its Affiliates and Subsidiaries.

This Plan became effective on March 31, 2004, when it was initially adopted by

the Board of Directors and approved by the stockholders of the Company.

ARTICLE 1. DEFINITIONS

Wherever the following initially capitalized terms are used in this Plan, they

shall have the meanings specified below, unless the context clearly indicates

otherwise.

"Affiliate" shall mean any entity that directly or indirectly through one or

more intermediaries, controls, is controlled by, or is under common control with

the Company, including without limitation, MPT Operating Partnership, L.P.

"Award" shall mean the grant or award of Options, Restricted Common Stock,

Restricted Stock Units, Deferred Stock Units, SARs or Performance Units under

this Plan.

"Award Agreement" shall mean the agreement granting or awarding Options,

Restricted Common Stock, Restricted Stock Units, Deferred Stock Units, SARs or

Performance Units.

"Board" shall mean the Board of Directors of the Company, as comprised from time

to time.

"Cause" shall mean (i) the conviction of the Employee of, or the entry of a plea

of guilty or nolo contendere by the Employee to, a felony (exclusive of any

felony relating to negligent operation of a motor vehicle and not including a

conviction, plea of guilty or nolo contendere arising solely under a statutory

provision imposing criminal liability upon the Employee on a per se basis due to

the Company offices held by the Employee, so long as any act or omission of the

Employee with respect to such matter was not taken or omitted in contravention

of any applicable policy or directive of the Board), (ii) a willful breach of

his duty of loyalty which is materially detrimental to the Company, (iii) a

willful failure to perform or adhere to explicitly stated duties that are

consistent with the terms of his position with the Company, or the Company's

reasonable and customary guidelines of employment or reasonable and customary

corporate governance guidelines or policies, including without limitation any

business code of ethics adopted by the

<PAGE>

Board, or to follow the lawful directives of the Board (provided such directives

are consistent with the terms of the Participant's Employment Agreement), which,

in any such case, continues for thirty (30) days after written notice from the

Board to the Employee, or (iv) gross negligence or willful misconduct in the

performance of the Employee's duties. No act, or failure to act, on the

Employee's part will be deemed "gross negligence" or "willful misconduct" unless

done, or omitted to be done, by the Employee not in good faith and without a

reasonable belief that the Employee's act, or failure to act, was in the best

interest of the Company. The Committee shall determine, in good faith, if an

Employee has been terminated for Cause.

"Change of Control" shall mean the occurrence of any of the following events:

(a) any person, entity or affiliated group, excluding the Company or any

employee benefit plan of the Company, acquiring more than 50% of the then

outstanding shares of voting stock of the Company, (b) the consummation of any

merger or consolidation of the Company into another company, such that the

holders of the shares of the voting stock of the Company immediately before such

merger or consolidation own less than 50% of the voting power of the securities

of the surviving company or the parent of the surviving company, (c) the

adoption of a plan for complete liquidation of the Company or for the sale or

disposition of all or substantially all of the Company's assets, such that after

the transaction, the holders of the shares of the voting stock of the Company

immediately prior to the transaction own less than 50% of the voting securities

of the acquiror or the parent of the acquiror, or (d) during any period of two

(2) consecutive years, individuals who at the beginning of such period

constituted the Board (including for this purpose any new director whose

election or nomination for election by the Company's stockholders was approved

by a vote of at least a majority of the directors then still in office who were

directors at the beginning of such period) cease for any reason to constitute at

least a majority of the Board.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Committee" shall mean the Compensation Committee of the Board.

"Common Stock " shall mean the common stock, par value $0.001 per share, of the

Company.

"Company" shall mean Medical Properties Trust, Inc., a Maryland corporation, or

any business organization which succeeds to its business and elects to continue

this Plan. For purposes of this Plan, the term Company shall include, where

applicable, the employer of the Employee or Consultant, including without

limitation MPT Operating Partnership, L.P. or such other Affiliate or Subsidiary

that employs the Employee or the Consultant.

"Consultant" shall mean a professional or technical expert, consultant or

independent contractor who provides services to the Company or an Affiliate or

Subsidiary, and who may be selected to participate in the Plan.

"Deferred Stock Unit" shall mean a right to receive Common Stock awarded under

Article 6 of this Plan.

"Director" means any individual who is a member of the Board.

2

<PAGE>

"Employee" shall mean any employee (as defined in accordance with the

regulations and revenue rulings then applicable under Section 3401(c) of the

Code) of the Company or an Affiliate or Subsidiary of the Company, whether such

employee was so employed at the time this Plan was initially adopted or becomes

so employed subsequent to the adoption of this Plan.

"Employment Agreement" shall mean the employment, consulting or similar

contractual agreement entered into by the Employee or the Consultant, as the

case may be, and the Company governing the terms of the Employee's or

Consultant's employment with the Company, if any.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" of a share of Common Stock, as of a given date, shall be

determined pursuant to Section 4.7.

"Good Reason" shall only apply, and shall only have the meaning, as contained in

the Participant's Employment Agreement. Any provision herein that relates to a

Termination of Employment by the Participant for Good Reason shall have no

effect if there is no Employment Agreement or the Employment Agreement does not

contain a provision permitting the Participant to terminate for Good Reason.

"Incentive Stock Option" shall mean an option which conforms to the applicable

provisions of Section 422 of the Code and which is designated as an Incentive

Stock Option by the Committee.

"Independent Director" shall mean a Director who is not an Employee.

"MPT OP" means MPT Operating Partnership, L.P., of which the Company is

presently a limited partner and the sole owner of the general partner.

"Non-Qualified Stock Option" shall mean an Option which the Committee does not

designate as an Incentive Stock Option.

"144A Offering" means the private placement of Common Stock of the Company.

"Option" shall mean an option to purchase shares of Common Stock that is granted

under Article 4 of this Plan. An option granted under this Plan shall, as

determined by the Committee, be either a Non-Qualified Stock Option or an

Incentive Stock Option; provided, however, that Options granted to Independent

Directors and Consultants shall be Non-Qualified Stock Options.

"Participant" shall mean an Employee, Consultant or Director who has been

determined as eligible to receive an Award pursuant to Section 3.2.

"Performance Units" shall mean performance units granted under Article 8 of this

Plan.

"Permanent Disability" or "Permanently Disabled" shall mean the inability of a

Participant, due to a physical or mental impairment, to perform the material

services of the Participant's position with the Company for a period of six (6)

months, whether or not consecutive, during any 365-

3

<PAGE>

day period. A determination of Permanent Disability shall be made by a physician

satisfactory to both the Participant and the Committee, provided that if the

Participant and the Committee do not agree on a physician, each of them shall

select a physician and those two physicians together shall select a third

physician, whose determination as to Permanent Disability shall be binding on

all parties.

"Plan" shall mean the Amended and Restated Medical Properties Trust, Inc. 2004

Equity Incentive Plan, as embodied herein and as amended from time to time.

"Plan Year" shall mean the fiscal year of the Company.

"Restricted Common Stock" shall mean Common Stock awarded under Article 6 of

this Plan.

"Restricted Stock Unit" shall mean a right to receive Common Stock awarded under

Article 6 of this Plan.

"Retirement" or "Retire" shall, except as otherwise defined in the Participant's

Employment Agreement, mean a Participant's Termination of Employment with the

Company on or after his 65th birthday.

"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as such

rule may be amended from time to time.

"SAR" shall mean stock appreciation rights awarded under Article 7 of this Plan.

"Section 162(m) Participant" shall mean any Employee the Committee designates to

receive an Award whose compensation for the fiscal year in which the Employee is

so designated or a future fiscal year may be subject to the limit on deductible

compensation imposed by Section 162(m) of the Code, as determined by the

Committee in its sole discretion.

"Stock Award" shall mean an Award of Restricted Common Stock, Restricted Stock

Units or Deferred Stock Units under Article 6 of this Plan.

"Stock Award Account" shall mean the bookkeeping account reflecting Awards of

Restricted Stock Units and Deferred Stock Units under Article 6 of this Plan.

"Subsidiary" shall mean an entity in an unbroken chain beginning with the

Company if each of the entities other than the last entity in the unbroken chain

owns 50 percent or more of the total combined voting power of all classes of

equity in one of the other entities in such chain.

"Termination of Employment" shall mean the date on which the employee-employer,

consulting, contractual or similar relationship between a Participant and the

Company is terminated for any reason, with or without Cause, including, but not

by way of limitation, a termination of employment by resignation, discharge,

death, Permanent Disability or Retirement, but excluding (i) termination of

employment where there is a simultaneous reemployment or continuing employment

of a Participant by the Company, and (ii) at the discretion of the Committee,

4

<PAGE>

termination of employment which results in a temporary severance of the

employee-employer relationship. The Committee, in its absolute discretion, shall

determine the effect of all matters and questions relating to a Termination of

Employment (subject to the provisions of any Employment Agreement between a

Participant and the Company), including, but not limited to all questions of

whether particular leaves of absence constitute a Termination of Employment;

provided, however, that, unless otherwise determined by the Committee in its

discretion, a leave of absence, change in status from an employee to an

independent contractor or other change the employee-employer, consulting,

contractual or similar relationship shall constitute a Termination of Employment

if, and to the extent that, such leave of absence, change in status or other

change interrupts employment for the purposes of Section 422(a)(2) of the Code

and the then applicable regulations and revenue rulings under said Section.

ARTICLE 2. COMMON STOCK SUBJECT TO PLAN

2.1 COMMON STOCK SUBJECT TO PLAN.

2.1.1 The Common Stock subject to an Award shall be shares of the Company's

authorized but unissued, reacquired, or treasury Common Stock. Subject to

adjustment as described in Section 11.3.1, the aggregate number of shares of

Common Stock that may be issued under the Plan as Restricted Common Stock,

Restricted Stock Units, Deferred Stock Units or pursuant to the exercise of

Options is 4,691,180.

2.1.2 The maximum number of shares of Common Stock which may be awarded to any

individual in any calendar year shall not exceed 300,000.

2.2 ADD-BACK OF GRANTS. If any Option or SAR expires or is canceled without

having been fully exercised, is exercised in whole or in part for cash as

permitted by this Plan, or is exercised prior to becoming vested as permitted

under Section 4.6.3 and is forfeited prior to becoming vested, the number of

shares of Common Stock subject to such Option or SAR but as to which such

Option, SAR or other right was not exercised or vested prior to its expiration,

cancellation or exercise may again be optioned, granted or awarded hereunder.

Shares of Common Stock which are delivered by the Participant or withheld by the

Company upon the exercise of any Option or other award under this Plan, in

payment of the exercise price thereof, may again be optioned, granted or awarded

hereunder. If any shares of Common Stock awarded as Restricted Common Stock,

Restricted Stock Units or other equity award hereunder or as payment for

Performance Units are forfeited by the Participant, such shares may again be

optioned, granted or awarded hereunder. Notwithstanding the provisions of this

Section 2.2, no shares of Common Stock may again be optioned, granted or awarded

pursuant to an Incentive Stock Option if such action would cause such Option to

fail to qualify as an Incentive Stock Option under Section 422 of the Code.

ARTICLE 3. ELIGIBILITY; GRANTS; AWARD AGREEMENTS

3.1 ELIGIBILITY. Any Employee, Consultant or Director selected to participate

pursuant to Section 3.2 shall be eligible to participate in the Plan.

5

<PAGE>

3.2 AWARDS. The Committee shall determine which Employees, Consultants and

Directors, shall receive Awards, whether the Employee, Consultant or Director

will receive Options, Restricted Common Stock, Restricted Stock Units, Deferred

Stock Units, SARs or Performance Units, whether an Option grant shall be of

Incentive Stock Options or Non-Qualified Stock Options, and the number of shares

of Common Stock subject to such Award. Notwithstanding the foregoing, the terms

and conditions of an Award intended to qualify as performance-based compensation

as described in Section 162(m)(4)(C) of the Code shall include, but not be

limited to, such terms and conditions as may be necessary to meet the applicable

provisions of Section 162(m) of the Code.

3.3 PROVISIONS APPLICABLE TO SECTION 162(m) PARTICIPANTS.

3.3.1 Notwithstanding anything in the Plan to the contrary, the Committee may

grant Options, Restricted Common Stock, Restricted Stock Units, SARs or

Performance Units to a Section 162(m) Participant that vest upon the attainment

of performance targets for the Company which are related to one or more of the

following performance goals: (i) pre-tax income, (ii) operating income, (iii)

cash flow, (iv) earnings per share, (v) return on equity, (vi) return on

invested capital or assets, (vii) cost reductions or savings, or (vii) such

other identifiable and measurable performance objectives, as determined by the

Committee.

3.3.2 To the extent necessary to comply with the performance-based compensation

requirements of Section 162(m)(4)(C) of the Code, no later than ninety (90) days

following the commencement of any fiscal year in question or any other

designated fiscal period (or such other time as may be required or permitted by

Section 162(m) of the Code), the Committee shall, in writing, (i) designate one

or more Section 162(m) Participants, (ii) select the performance goal or goals

applicable to the fiscal year or other designated fiscal period, (iii) establish

the various targets and bonus amounts which may be earned for such fiscal year

or other designated fiscal period and (iv) specify the relationship between

performance goals and targets and the amounts to be earned by each Section

162(m) Participant for such fiscal year or other designated fiscal period.

Following the completion of each fiscal year or other designated fiscal period,

the Committee shall certify in writing whether the applicable performance

targets have been achieved for such fiscal year or other designated fiscal

period. In determining the amount earned by a Section 162(m) Participant, the

Committee shall have the right to reduce (but not to increase) the amount

payable at a given level of performance to take into account additional factors

that the Committee may deem relevant to the assessment of individual or

corporate performance for the fiscal year or other designated fiscal period.

3.4 AWARD AGREEMENT. Upon the selection of an Employee, Consultant or Director

to become a Participant and receive an Award, the Committee shall cause a

written Award Agreement to be issued to such individual encompassing the terms

and conditions of such Award, as determined by the Committee in its sole

discretion; provided, however, that if applicable, the terms of such Award

Agreement shall comply with the terms of such Participant's Employment

Agreement, if any. Such Award Agreement shall provide for the exercise price for

Options and SARs; the purchase price for Restricted Common Stock, Restricted

Stock Units and Deferred Stock Units; the performance criteria for Performance

Units; and the exercisability and vesting schedule, payment terms and such other

terms and conditions of such Award, as determined by the Committee in its sole

discretion. Each Award Agreement shall be executed by

6

<PAGE>

the Participant and an officer or a Director (other than the Participant) of the

Company authorized to sign such Award Agreement and shall contain such terms and

conditions that are consistent with the Plan, including but not limited to the

exercisability and vesting schedule, if any, as the Committee in its sole

discretion shall determine. All Awards shall be made conditional upon the

Participant's acknowledgment, in writing in the Award Agreement or otherwise by

acceptance of the Award, that all decisions and determinations of the Committee

shall be final and binding on the Participant, his beneficiaries and any other

person having or claiming an interest under such Award.

ARTICLE 4. OPTIONS

4.1 AWARD AGREEMENT FOR OPTION GRANT. Option grants shall be evidenced by an

Award Agreement, pursuant to Section 3.4. All Award Agreements evidencing

Options intended to qualify as performance-based compensation as described in

Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may

be necessary to meet the applicable provisions of Section 162(m) of the Code.

All Award Agreements evidencing Incentive Stock Options shall contain such terms

and conditions as may be necessary to meet the applicable provisions of Section

422 of the Code.

4.2 OPTION PRICE. The price per share of the Common Stock subject to each

Option shall be set by the Committee; provided, however, that (i) such price

shall not be less than the par value of a share of Common Stock and shall not be

less than 100% of the Fair Market Value of a share of Common Stock on the date

the Option is granted, (ii) in the case of Incentive Stock Options granted to an

individual then owning (within the meaning of Section 424(d) of the Code) more

than 10% of the total combined voting power of all classes of stock of the

Company or any Subsidiary or parent corporation thereof (within the meaning of

Section 422 of the Code), such price shall not be less than 110% of the Fair

Market Value of a share of Common Stock on the date the Option is granted.

4.3 QUALIFICATION FOR INCENTIVE STOCK OPTIONS. The Committee may grant an

Incentive Stock Option to an individual if such person is an Employee of the

Company or is an Employee of an Affiliate or Subsidiary as permitted under

Section 422(a)(2) of the Code.

4.4 CHANGE IN INCENTIVE STOCK OPTION GRANT. Any Incentive Stock Option granted

under this Plan may be modified by the Committee to disqualify such Option from

treatment as an Incentive Stock Option under Section 422 of the Code. To the

extent that the aggregate Fair Market Value of shares of Common Stock with

respect to which Incentive Stock Options (within the meaning of Section 422 of

the Code, but without regard to Section 422(d) of the Code) are exercisable for

the first time by a Participant during any calendar year (under the Plan and all

other Incentive Stock Option plans of the Company) exceeds $100,000, such

Options shall be treated as Non-Qualified Stock Options to the extent required

or permitted by Section 422 of the Code. The rule set forth in the preceding

sentence shall be applied by taking Options into account in the order in which

they were granted. For purposes of this Section 4.4, the Fair Market Value of

shares of Common Stock shall be determined as of the time the Option with

respect to such shares of Common Stock is granted, pursuant to Section 4.7.

7

<PAGE>

4.5 OPTION TERM. The term of an Option shall be set by the Committee in its

discretion; provided, however, in the case of Incentive Stock Options, the term

shall not be more than ten (10) years from the date the Incentive Stock Option

is granted, or five (5) years from such date if the Incentive Stock Option is

granted to an Employee then owning (within the meaning of Section 424(d) of the

Code) more than 10% of the total combined voting power of all classes of stock

of the Company or any Subsidiary or parent corporation thereof (within the

meaning of Section 422 of the Code). Such Incentive Stock Options shall be

subject to Section 5.6, except as limited by the requirements of Section 422 of

the Code and regulations and rulings thereunder applicable to Incentive Stock

Options.

4.6 OPTION EXERCISABILITY AND VESTING.

4.6.1 The period during which Options in whole or in part become exercisable and

vest in the Participant shall be set by the Committee and shall be as provided

for in the Award Agreement. At any time after the grant of an Option, the

Committee may, in its sole and absolute discretion and subject to whatever terms

and conditions it selects, accelerate the period during which an Option becomes

exercisable and vests.

4.6.2 In each Award Agreement, the Committee shall indicate whether the portion

of the Options, if any, that remains non-exercisable and non-vested upon the

Participant's Termination of Employment with the Company is forfeited. In so

specifying, the Committee may differentiate between the reason for the

Participant's Termination of Employment.

4.6.3 At any time on or after the grant of an Option, the Committee may provide

in an Award Agreement that the Participant may elect to exercise part or all of

an Option before it otherwise has become exercisable. Any shares of Common Stock

so purchased shall be restricted Common St