SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12

MEDITRUST CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

MEDITRUST OPERATING COMPANY
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / Fee paid previously with preliminary materials.

MEDITRUST CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 28, 2001

The Annual Meeting of Shareholders of Meditrust Corporation ("Meditrust")
will be held at the INFOMART (Room 1060), 1950 Stemmons Freeway, Dallas, Texas,
75207 on Thursday, June 28, 2001 at 10:00 a.m. local time (together with all
adjournments and postponements thereof, the "Meditrust Meeting"), for the
following purposes:

1. To elect two Directors of Meditrust, each to serve for a term of three
years and until his successor is duly elected and qualified.

2. To approve the appointment of PricewaterhouseCoopers LLP as our
independent auditors for the fiscal year ending December 31, 2001.

3. To consider and act upon such other business and matters or proposals as
may properly come before the Meditrust Meeting.

The Board of Directors of Meditrust has fixed the close of business on
May 23, 2001 as the record date for determining the shareholders having the
right to receive notice of and to vote at the Meditrust Meeting. Only
shareholders of record at the close of business on such date are entitled to
notice of and to vote at the Meditrust Meeting. A list of shareholders entitled
to vote at the Meditrust Meeting will be available during ordinary business
hours at Meditrust's executive offices, 909 Hidden Ridge Drive, Suite 600,
Irving, Texas, 75038 for ten days prior to the Meditrust Meeting, for
examination by any Meditrust shareholder for purposes germane to the Meditrust
Meeting.

By Order of the Board of Directors of
MEDITRUST CORPORATION

/S/ JOHN F. SCHMUTZ

John F. Schmutz

Secretary

Irving, Texas
May 25, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE MEDITRUST MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY WHICH IS BEING SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS. A RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE,
IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THAT PURPOSE. RETURNING THE
ENCLOSED PROXY WILL NOT AFFECT YOUR RIGHT TO ATTEND THE MEDITRUST MEETING AND
VOTE YOUR SHARES IN PERSON.

MEDITRUST OPERATING COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 28, 2001

The Annual Meeting of Shareholders of Meditrust Operating Company
("Operating Company") will be held at the INFOMART (Room 1060), 1950 Stemmons
Freeway, Dallas, Texas, 75207 on Thursday, June 28, 2001 at 10:15 a.m. local
time (together with all adjournments and postponements thereof, the "Operating
Company Meeting"), for the following purposes:

1. To elect two Directors of Operating Company, each to serve for a term of
three years and until his successor is duly elected and qualified.

2. To approve the appointment of PricewaterhouseCoopers LLP as our
independent auditors for the fiscal year ending December 31, 2001.

3. To consider and act upon such other business and matters or proposals as
may properly come before the Operating Company Meeting.

The Board of Directors of Operating Company has fixed the close of business
on May 23, 2001 as the record date for determining the shareholders having the
right to receive notice of and to vote at the Operating Company Meeting. Only
shareholders of record at the close of business on such date are entitled to
notice of and to vote at the Operating Company Meeting. A list of shareholders
entitled to vote at the Operating Company Meeting will be available during
ordinary business hours at Operating Company's executive offices, 909 Hidden
Ridge Drive, Suite 600, Irving, Texas, 75038 for ten days prior to the Operating
Company Meeting, for examination by any Operating Company shareholder for
purposes germane to the Operating Company Meeting.

By Order of the Board of Directors of
MEDITRUST OPERATING COMPANY

/S/ JOHN F. SCHMUTZ

John F. Schmutz

Secretary

Irving, Texas
May 25, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE OPERATING COMPANY MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY WHICH IS BEING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN ENVELOPE, WHICH REQUIRES
NO POSTAGE, IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THAT PURPOSE.
RETURNING THE ENCLOSED PROXY WILL NOT AFFECT YOUR RIGHT TO ATTEND THE OPERATING
COMPANY MEETING AND VOTE YOUR SHARES IN PERSON.

THE MEDITRUST AND OPERATING COMPANY ANNUAL MEETINGS

This Joint Proxy Statement is furnished in connection with the solicitation
by and on behalf of the Boards of Directors of Meditrust Corporation, a Delaware
corporation ("Meditrust") and Meditrust Operating Company, a Delaware
corporation ("Operating Company," together with Meditrust, "The Meditrust
Companies" and each a "Company"), of proxies from holders of Meditrust and
Operating Company common stock, which shares are paired and traded as a single
unit on the New York Stock Exchange (the "Paired Shares"), for use at the
Meditrust Meeting and Operating Company Meeting (as each is defined below). This
Joint Proxy Statement and the accompanying forms of proxy are expected to be
mailed to the respective shareholders of The Meditrust Companies on or about
May 25, 2001.

PURPOSE OF THE ANNUAL MEETINGS

MEDITRUST

At the annual meeting of shareholders of Meditrust to be held at the
INFOMART (Room 1060), 1950 Stemmons Freeway, Dallas, Texas, 75207 on Thursday,
June 28, 2001 at 10:00 a.m. local time (together with all adjournments and
postponements thereof, the "Meditrust Meeting"), holders of Meditrust common
stock, par value $.10 per share ("Meditrust Common Stock") will consider and
vote upon:

1. A proposal to elect two Directors of Meditrust, each to serve for a term
of three years and until his successor is duly elected and qualified.

2. The approval of the appointment of PricewaterhouseCoopers LLP as our
independent auditors for the fiscal year ending December 31, 2001.

3. Such other business and matters or proposals as may properly come before
the Meditrust Meeting.

OPERATING COMPANY

At the annual meeting of shareholders of Operating Company to be held at the
INFOMART (Room 1060), 1950 Stemmons Freeway, Dallas, Texas, 75207, on Thursday,
June 28, 2001 at 10:15 a.m. local time (together with all adjournments and
postponements thereof, the "Operating Company Meeting"), holders of Operating
Company common stock, par value $.10 per share ("Operating Company Common
Stock") will consider and vote upon:

1. A proposal to elect two Directors of Operating Company, each to serve
for a term of three years and until his successor is duly elected and
qualified.

2. The approval of the appointment of PricewaterhouseCoopers LLP as our
independent auditors for the fiscal year ending December 31, 2001.

3. Such other business and matters or proposals as may properly come before
the Operating Company Meeting.

RECORD DATE; VOTING RIGHTS; REVOCATION OF PROXIES

The Meditrust Companies have fixed the close of business on May 23, 2001 as
the record date ("The Meditrust Companies Record Date") for determining holders
of Paired Shares entitled to notice of and to vote at the Meditrust Meeting and
the Operating Company Meeting (collectively, the "Companies' Meetings"). Each
Paired Share entitles the holder to one vote per share on each matter submitted
to the respective Company's shareholders. Only holders of Paired Shares at the
close of business on The Meditrust Companies Record Date will be entitled to
notice of and to vote at the Companies' Meetings. As of The Meditrust Companies
Record Date, there were outstanding and

entitled to vote 143,036,289 Paired Shares. Paired Shares held in the treasury
of Meditrust or Operating Company are not considered outstanding. Each
outstanding Paired Share entitles its holder to cast one vote for each matter to
be voted on.

All Paired Shares which are entitled to vote and are represented at the
Companies' Meetings by properly executed proxies received prior to or at the
respective meeting will be voted at the meeting in accordance with the
instructions indicated on the proxies. IF NO INSTRUCTIONS ARE GIVEN ON A PROXY
CARD, IT WILL BE VOTED FOR APPROVAL AND ADOPTION OF THE RESPECTIVE PROPOSALS SET
FORTH THEREON. If any other matters are properly presented at the Companies'
Meetings for consideration, including, among other things, consideration of a
motion to adjourn such meeting to another time and/or place, the persons named
in the enclosed forms of proxy will have discretion to vote on such matters in
accordance with their best judgment. However, proxies voted against the
proposals will not be voted in favor of adjournment in order to continue to
solicit proxies. Pursuant to the respective By-laws of each of Meditrust and
Operating Company, no notice of an adjourned meeting need be given other than
announcement at the respective meeting, except where the meeting is adjourned
for 30 days or more.

A shareholder who has given a proxy may revoke it at any time before it is
exercised by giving written notice to the Secretary of Meditrust or Operating
Company, as the case may be, by signing and returning a later dated proxy, or by
voting in person at the Meditrust Meeting or Operating Company Meeting, as the
case may be; however, mere attendance at the Meditrust Meeting or the Operating
Company Meeting will not in and of itself have the effect of revoking the proxy.

SOLICITATION OF PROXIES

Meditrust and Operating Company will bear equally the costs of solicitation
of proxies and of preparing, printing and mailing this Joint Proxy Statement.
Brokerage houses, fiduciaries, nominees and others will be reimbursed for their
out-of-pocket expenses in forwarding proxy materials to beneficial owners of
Paired Shares held in their names. In addition to the solicitation of proxies by
use of the mails, proxies may be solicited from holders of Paired Shares by
Directors, officers and employees of The Meditrust Companies in person or by
telephone, telegraph, facsimile or other appropriate means of communications. No
additional compensation, except for reimbursement of reasonable out-of-pocket
expenses, will be paid to these Directors, officers and employees of The
Meditrust Companies in connection with any such solicitation. In addition, D.F.
King & Co., Inc., a proxy solicitation firm, has been engaged by The Meditrust
Companies to act as proxy solicitor and will receive fees estimated at $5,000
plus reimbursement of out-of-pocket expenses.

QUORUM

The holders of a majority of the common stock outstanding and entitled to
vote, present in person or represented by proxy, shall constitute a quorum at
each of the Companies' Meetings. Votes cast in person or by proxy at the
Meditrust Meeting and the Operating Company Meeting will be tabulated by the
inspector of elections appointed for each respective meeting and will determine
whether or not a quorum is present. The inspector of elections will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but as unvoted for purposes of determining
the approval of any matter submitted to the shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will be considered
as present but not entitled to vote with respect to that matter.

PRINCIPAL AND MANAGEMENT SHAREHOLDERS OF THE MEDITRUST COMPANIES

The following table sets forth as of March 30, 2001, except as otherwise
noted, the number of Paired Shares beneficially owned, directly or indirectly,
by (i) each of the Directors of each of The Meditrust Companies, (ii) all
persons who served as chief executive officer of either of The Meditrust
Companies for the year ended December 31, 2000, (iii) each of the named
executive officers for the year ended December 31, 2000, (iv) all Directors and
current executive officers of The Meditrust Companies as a group, and (v) all
persons who, to the knowledge of The Meditrust Companies, beneficially own five
percent or more of the Paired Shares as of March 30, 2001. Unless otherwise
indicated, all information concerning beneficial ownership was provided by the
respective Director, executive officer or five percent beneficial owner, as the
case may be. All Directors and current executive officers have a mailing address
of c/o La Quinta Inns, Inc., 909 Hidden Ridge Drive, Suite 600, Irving, Texas
75038.

AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- ------------------------ ----------------------- ----------------

DIRECTORS AND CURRENT EXECUTIVE OFFICERS:
William C. Baker.......................................... 176,400 *
Clive D. Bode............................................. 865,000 *
William G. Byrnes......................................... 211,517 *
Francis W. Cash........................................... 500,000 *
James P. Conn............................................. 84,909 *
John C. Cushman, III...................................... 332,817(2) *
Stephen E. Merrill........................................ 37,565 *
Michael F. Bushee......................................... 404,508 *
David L. Rea.............................................. 300,000 *
John F. Schmutz........................................... 112,827 *
Debora A. Pfaff........................................... 71,071 *
Stephen A. Parker......................................... 50,000 *
Vito J. Stellato.......................................... 90,265 *
All Directors and current executive officers of
The Meditrust Companies as a group........................ 3,236,879(3) 2.0%
5% SHAREHOLDERS:
Joint Schedule 13G/A Filing(4):
Sid R. Bass, Inc.......................................... 2,442,067(5) 1.7%
Lee M. Bass, Inc.......................................... 2,442,067(6) 1.7%
The Bass Management Trust................................. 2,714,164(7) 1.9%
The Airlie Group, L.P..................................... 269,633(8)(9)
William P. Hallman, Jr.................................... 300,002(10)
Annie R. Bass Grandson's Trust for Lee M. Bass............ 527,188(11)
Annie R. Bass Grandson's Trust for Sid R. Bass............ 527,188(12)
Peter Sterling............................................ 337,600(13)
Hyatt Anne Bass Successor Trust........................... 1,013,918(14)
Samantha Sims Bass Successor Trust........................ 1,013,918(15)
TF Investors, L.P......................................... 32,783(16)
FW Trinity Limited Investors, L.P......................... 419,398(17)
Sterling 1990 Trust....................................... 106,999(18)
Lee C. Hallman Trust...................................... 30,000(19)
Mary S. Hallman Trust..................................... 30,000(20)
William P. Hallman, III Trust............................. 30,000(21)
Herbert T. Hughes......................................... 45,000
---------- -----
Total..................................................... 12,281,925(4) 8.5%
Merrill Lynch & Co., Inc.................................... 14,516,387(22) 10.1%

- --------------------------
* Denotes less than 1%

(1) Unless otherwise indicated, the number of shares stated as being owned
beneficially includes (i) Shares beneficially owned by spouses, minor
children and/or other relatives in which the Director or officer may

share voting power and (ii) any of the Shares listed as being subject to
options exercisable within sixty days of March 30, 2001.

(2) Includes 306,591 shares beneficially owned by Mr. Cushman as Trustee of the
Cushman Family Trust.

(3) Does not include an aggregate of 8,701 shares owned by or for parents,
spouses or children, as to which Shares the Directors or officers disclaim
any beneficial interest, and does not include shares owned by former named
executive officers Michael S. Benjamin (104,527 shares), David F. Benson
(179,835 shares) and Laurie T. Gerber (95,634 shares).

(4) Information reported in a Schedule 13G/A filed February 14, 2001. The
principal business office for each reporting person set forth in the
Schedule 13G/A is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Clive D. Bode, The Meditrust Companies' Chairman, is also a reporting person
within the Schedule 13G-A, although, for purposes of this table, his shares
are presented above under the heading "Directors and Current Executive
Officers." The aggregate number of shares reported in this Schedule 13G-A,
including Mr. Bode's 865,000 shares, is 13,146,925 or 9.1% of the class.

(5) Mr. Sid R. Bass, solely in his capacity as President of Sid R. Bass, Inc.,
may also be deemed a beneficial owner of such Shares.

(6) Mr. Lee M. Bass, solely in his capacity as President of Lee M. Bass, Inc.,
may also be deemed a beneficial owner of such Shares.

(7) Mr. Perry R. Bass, solely in his capacity as sole Trustee and as one of two
trustors of The Bass Management Trust, may also be deemed a beneficial owner
of such Shares.

(8) Mr. Dort A. Cameron, III, solely in his capacity as one of two general
partners of EBD L.P., which is the sole general partner of The Airlie Group,
L.P., may also be deemed a beneficial owner of such Shares.

(9) Mr. William P. Hallman, Jr., solely in his capacity as President and sole
stockholder of TMT-FW, Inc., which is one of two general partners of EBD
L.P., which is the sole general partner of The Airlie Group, L.P., may also
be deemed a beneficial owner of such Shares.

(10) This amount does not include (a) 527,188 Shares held by Annie R. Bass
Grandson's Trust for Sid R. Bass of which Mr. Hallman is the Trustee,
(b) 527,188 Paired Shares held by Annie R. Bass Grandson's Trust for Lee M.
Bass of which Mr. Hallman is the Trustee, (c) 32,783 Paired Shares held by
TF Investors, L.P., which is indirectly controlled by Trinity Capital
Management, Inc., of which Mr. Hallman is the President and sole
stockholder, (d) 269,633 Shares held by the Airlie Group, L.P., which is
indirectly controlled by TMT-FW, Inc. of which Mr. Hallman is the President
and sole stockholder, (e) 106,999 Shares held by the 1990 Sterling Trust, of
which Mr. Hallman is a trustee and (f) 419,398 Shares held by FW Trinity
Limited Investors, L.P., which is indirectly controlled by TF-FW
Investors, Inc. of which Mr. Hallman is President and one of two
stockholders.

(11) Mr. Hallman, solely in his capacity as Trustee of the Annie R. Bass
Grandson's Trust for Lee M. Bass, may also be deemed a beneficial owner of
such Shares.

(12) Mr. Hallman, solely in his capacity as Trustee of the Annie R. Bass
Grandson's Trust for Sid R. Bass, may also be deemed a beneficial owner of
such Shares.

(13) This amount does not include 419,398 Shares held by FW Trinity Limited
Investors, L.P., whose sole general partner is TF-TW Investors, Inc., of
which Mr. Sterling is one of two stockholders.

(14) Panther City Production Company, solely in its capacity as sole shareholder
of Panther City Investment Company, the Trustee of the Hyatt Ann Bass
Successor Trust, may also be deemed a beneficial owner of such Shares.

(15) Panther City Production Company, solely in its capacity as sole shareholder
of Panther City Investment Company, the Trustee of Samantha Sims Bass
Successor Trust, may also be deemed a beneficial owner of such Shares.

(16) Mr. Hallman, solely in his capacity as President and sole stockholder of
Trinity Capital Management, Inc., the sole general partner of TF Investors,
L.P., may also be deemed a beneficial owner of such Shares.

(17) Mr. Hallman, solely in his capacity as President and one of two
stockholders of TF-FW Investors, Inc., which is the sole general partner of
FW Trinity Limited Investors, L.P., may also be deemed a beneficial owner of
such Shares. Mr. Sterling, solely in his capacity as one of two stockholders
of TF-FW Investors, Inc., which is the sole general partner of FW Trinity
Limited Investors, L.P., may also be deemed a beneficial owner of such
Shares.

(18) Mr. Hallman, solely in his capacity as Trustee of the Sterling 1990 Trust,
may also be deemed a beneficial owner of such Shares.

(19) Mr. W. R. Cotham, solely in his capacity as Trustee of the Lee C. Hallman
Trust, may also be deemed a beneficial owner of such Shares.

(20) Mr. W. R. Cotham, solely in his capacity as Trustee of the Mary S. Hallman
Trust, may also be deemed a beneficial owner of such Shares.

(21) Mr. W. R. Cotham, solely in his capacity as Trustee of the William P.
Hallman III, Trust, may also be deemed a beneficial owner of such Shares.

(22) Information provided is based solely on information contained in a
Schedule 13G/A filed by Merrill Lynch & Co., Inc. on behalf of Merrill Lynch
Investment Managers and ML Global Allocation Fund, Inc. on February 6, 2001.
Certain of the Merrill Lynch entities have disclaimed beneficial ownership
of the Paired Shares holdings described in the Schedule 13G/A such that
there is no violation of the ownership limitations as set forth in the
Companies' charters.

The information reflected for certain beneficial owners listed under the
heading "5% Shareholders" is based on statements and reports filed with the SEC
and furnished to The Meditrust Companies by such holders. No independent
investigation concerning the accuracy thereof has been made by The Meditrust
Companies.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

DIRECTOR COMPENSATION--THE MEDITRUST COMPANIES

The Meditrust Companies pay each Director who is not otherwise an employee
of The Meditrust Companies a fee of $30,000 per year for services as a Director
plus $1,000 per day for attendance at each meeting of the full Board of
Directors. In addition, the Chairman and each member of a committee of the Board
of Directors are paid $1,250 and $1,000, respectively, for attendance at a
committee meeting. The Meditrust Companies reimburse the Directors for travel
expenses incurred in connection with their duties as Directors of The Meditrust
Companies. In addition, The Meditrust Companies from time to time pay Directors
additional fees in connection with various special projects.

On September 7, 2000, five members of The Meditrust Companies' Boards of
Directors were each granted 25,000 restricted Paired Shares under the Companies'
stock incentive plans as well as options to purchase 75,000 Paired Shares at an
exercise price of $3.3125 per Paired Share. One third of each grant vests for
each year of service on the Boards after September 7, 2000. These grants were
approved by a disinterested Director after a review of the grants and
discussions with an external compensation consulting firm and the Companies'
outside counsel.

EXECUTIVE COMPENSATION--MEDITRUST

The following table provides information with respect to the compensation
that Meditrust paid in 1998, 1999, and 2000 to those individuals who served as
Meditrust's Chief Executive Officer, the four most highly compensated executive
officers other than the Chief Executive Officer, and two former executive
officers who are no longer with Meditrust or its subsidiaries whose base salary
and bonus exceeded $100,000 for the fiscal year ended December 31, 2000.

MEDITRUST SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION AWARDS
---------------------------------------
AWARDS
RESTRICTED SECURITIES
ANNUAL COMPENSATION STOCK UNDERLYING ALL OTHER
-------------------------- AWARDS(S) OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($)(4) BONUS($)(A) ($) SARS(#) ($)
- --------------------------- -------- ------------ ----------- ---------- ---------- -------------

Francis W. Cash(1)...................... 2000 -- -- -- -- --
Chief Executive Officer and President 1999 -- -- -- -- --
1998 -- -- -- -- --

Michael F. Bushee....................... 2000 392,900 425,000(2) 178,200(3) -0- 30,282(6)
Chief Operating Officer 1999 300,000 221,607(2) 95,600(4) -0- 6,627
1998 300,000 194,718(2) 1,125,000(5) 150,000 6,627

David L. Rea(7)......................... 2000 -- -- -- -- --
Chief Financial Officer and Treasurer 1999 -- -- -- -- --
1998 -- -- -- -- --

John F. Schmutz(7)...................... 2000 -- -- -- -- --
Senior Vice President and General 1999 -- -- -- -- --
Counsel 1998 -- -- -- -- --

Debora A. Pfaff......................... 2000 169,121 280,000(8) 118,800(9) -0- 19,669(10)
Vice President of Operations 1999 124,100 60,000(8) -0- -0- 17,481
1998 101,323 60,000(8) 225,000(9) 25,458 31,138

Michael S. Benjamin..................... 2000 351,018 215,000(11) 178,200(12) -0- 82,409(15)
Former Senior Vice President and 1999 300,000 221,607(11) 95,600(13) -0- 6,786
Secretary 1998 300,000 194,718(11) 1,125,000(14) 150,000 6,786

Laurie T. Gerber........................ 2000 300,000 215,000(16) 178,200(17) -0- 22,970(20)
Former Chief Financial Officer 1999 275,000 215,000(16) 95,600(18) -0- 6,157
1998 250,000 150,000(16) 1,125,000(19) 150,000 6,157

David F. Benson(21)..................... 2000 37,781 -0- 178,200(23) -0- -0-(25)
Former Chief Executive Officer and 1999 500,000 10,096(22) 95,600(23) -0- 6,860
President 1998 500,000 319,912(22) 2,812,500(24) 375,000 6,860

William G. Byrnes(26)................... 2000 -0- -0- 82,750(27) 75,000 100,000(28)
Former Chief Executive Officer and 1999 -0- -0- -0- -0- -0-
President 1998 -0- -0- -0- -0- -0-

- ------------------------------

(a) Bonus amounts listed reflect all bonus payments actually made during the
fiscal year ended December 31, 2000. Any bonus payments earned during such
fiscal year, but paid in 2001, will be reflected in Meditrust's proxy
statement for the fiscal year ended December 31, 2001.

(1) Mr. Cash became Chief Executive Officer and President of Meditrust and
Operating Company on April 17, 2000. Mr. Cash was paid by Operating Company
for his services as an officer of both Meditrust and Operating Company. See
"Operating Company Summary Compensation Table" INFRA.

(2) Mr. Bushee received his bonus for 2000 in cash. Mr. Bushee received his
bonuses for 1999 and 1998 in cash and shares. For 1999, $215,000 was cash
and $6,607 was shares (428 shares at $15.44 per share on January 4, 2000).
For 1998, $150,000 was cash and $44,718 was shares (1,646 shares in four
installments at $36.38, $30.94, $26.81 and $16.00 per share in January,
April, July and October, 1998). All issuance prices were the closing prices
for shares on the New York Stock Exchange on the respective dates of
issuance.

(3) Mr. Bushee received an award of 30,000 shares of restricted stock on
January 3, 2000 and the fair market value of a share on the date of grant
was $5.94. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $76,800 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(4) Mr. Bushee received an award of 10,000 shares of restricted stock on
August 5, 1999 and the fair market value of a share on the date of grant was
$9.56. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted

stock as of December 29, 2000 was $25,600 based on the closing market price
as reported on the New York Stock Exchange on December 29, 2000 of $2.56.

(5) Mr. Bushee received an award of 50,000 shares of restricted stock on
July 31, 1998 and the fair market value of a share on the date of grant was
$22.50. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $128,000 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(6) Includes $14,233 in health insurance premiums paid by Meditrust, $2,422 in
disability insurance premiums paid by Meditrust, $1,627 in life insurance
premiums paid by Meditrust and a $12,000 car allowance.

(7) Messrs. Rea and Schmutz were paid by Operating Company for their services as
officers of both Meditrust and Operating Company. See "Operating Company
Summary Compensation Table" INFRA.

(8) Ms. Pfaff received her bonuses for 2000, 1999 and 1998 in cash.

(9) Ms. Pfaff received awards of 20,000 and 10,000 shares of restricted stock on
January 3, 2000 and July 31, 1998, respectively, and the fair market value
of a share on the dates of grant was $5.94 and $22.50, respectively. The
restricted stock vests on the earlier of the 8th year or upon achievement of
the following performance criteria: achievement of Funds from Operations of
$2.92 per share in 2000, $3.10 per share in 2001, $3.28 per share in 2002,
$3.48 per share in 2003, $3.69 per share in 2004. All of the restricted
stock immediately vests upon a change of control of Meditrust and dividends,
if and when declared, are payable on the restricted stock. The value of the
restricted stock as of December 29, 2000 was $51,200 and $25,000,
respectively, based on the closing market price as reported on the New York
Stock Exchange on December 29, 2000 of $2.56.

(10) Includes $14,233 in health insurance premiums paid by Meditrust, $1,254 in
disability insurance premiums paid by Meditrust, $1,627 in life insurance
premiums paid by Meditrust and a stock grant of $2,553.

(11) Mr. Benjamin received his bonus for 2000 in cash. Mr. Benjamin received his
bonuses for 1999 and 1998 in cash and shares. For 1999, $215,000 was cash
and $6,607 was shares (428 shares at $15.44 per share on January 4, 2000).
For 1998, $150,000 was cash and $44,718 was shares (1,646 shares in four
installments at $36.38, $30.94, $26.81 and $16.00 per share in January,
April, July and October, 1998). All issuance prices were the closing prices
for shares on the New York Stock Exchange on the respective dates of
issuance.

(12) Mr. Benjamin received an award of 30,000 shares of restricted stock on
January 3, 2000 and the fair market value of a share on the date of grant
was $5.94. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $76,800 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(13) Mr. Benjamin received an award of 10,000 shares of restricted stock on
August 5, 1999 and the fair market value of a share on the date of grant was
$9.56. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $25,600 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(14) Mr. Benjamin received an award of 50,000 shares of restricted stock on
July 31, 1998 and the fair market value of a share on the date of grant was
$22.50. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $128,000 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(15) Includes $14,233 in health insurance premiums paid by Meditrust, $1,995 in
disability insurance premiums paid by Meditrust, $1,627 in life insurance
premiums paid by Meditrust, a $4,554 car allowance and forgiveness of
$60,000 of debt. Excludes the Severance Payment of $4,745,421 received by
Mr. Benjamin upon his termination of employment with Meditrust on
December 29, 2000. See explanation of Mr. Benjamin's severance provision at
"Employment Arrangements" INFRA.

(16) Ms. Gerber received her bonuses for 2000, 1999 and 1998 in cash.

(17) Ms. Gerber received an award of 30,000 shares of restricted stock on
January 3, 2000 and the fair market value of a share on the date of grant
was $5.94. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change

of control of Meditrust and dividends, if and when declared, are payable on
the restricted stock. The value of the restricted stock as of December 29,
2000 was $76,800 based on the closing market price as reported on the New
York Stock Exchange on December 29, 2000 of $2.56.

(18) Ms. Gerber received an award of 10,000 shares of restricted stock on
August 5, 1999 and the fair market value of a share on the date of grant was
$9.56. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $25,600 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(19) Ms. Gerber received an award of 50,000 shares of restricted stock on
July 31, 1998 and the fair market value of a share on the date of grant was
$22.50. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $128,000 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(20) Includes $14,233 in health insurance premiums paid by Meditrust, $1,710 in
disability insurance premiums paid by Meditrust, $1,627 in life insurance
premiums paid by Meditrust and a $5,400 car allowance. Excludes the
Severance Payment of $4,357,835 received by Ms. Gerber upon her termination
of employment with Meditrust on December 29, 2000. See explanation of
Ms. Gerber's severance provision at "Employment Arrangements" INFRA.

(21) Mr. Benson ceased to serve as Meditrust's Chief Executive Officer and
President on February 1, 2000.

(22) Mr. Benson received his bonus for 1999 in shares and 1998 in cash and
shares. For 1999, Mr. Benson received $10,096 in shares (654 shares at
$15.44 per share on January 4, 2000). For 1998, $250,000 was cash and
$69,912 was shares (2,558 shares in four installments at $36.38, $30.94,
$26.81 and $16.00 per share in January, April, July and October, 1998). All
issuance prices were the closing prices for shares on the New York Stock
Exchange on the respective dates of issuance.

(23) Mr. Benson received awards of 30,000 and 10,000 shares of restricted stock
on January 3, 2000 and August 5, 1999, respectively, and the fair market
value of a share on the date of grant was $5.94 and $9.56, respectively. The
restricted stock vests on the earlier of the 8th year or upon achievement of
the following performance criteria: achievement of Funds from Operations of
$2.92 per share in 2000, $3.10 per share in 2001, $3.28 per share in 2002,
$3.48 per share in 2003, $3.69 per share in 2004. All of the restricted
stock immediately vests upon a change of control of Meditrust and dividends,
if and when declared, are payable on the restricted stock. The value of the
restricted stock as of December 29, 2000 was $76,800 and $25,600,
respectively, based on the closing market price as reported on the New York
Stock Exchange on December 29, 2000 of $2.56.

(24) Mr. Benson received an award of 125,000 shares of restricted stock on
July 31, 1998 and the fair market value of a share on the date of grant was
$22.50. The restricted stock vests on the earlier of the 8th year or upon
achievement of the following performance criteria: achievement of Funds from
Operations of $2.92 per share in 2000, $3.10 per share in 2001, $3.28 per
share in 2002, $3.48 per share in 2003, $3.69 per share in 2004. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $320,000 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(25) Excludes the Severance Payment received by Mr. Benson upon his termination
of employment with Meditrust on February 1, 2000. See explanation of
Mr. Benson's severance provision at "Employment Arrangements" INFRA.

(26) Mr. Byrnes ceased to serve as Meditrust's Chief Executive Officer and
President in April 2000.

(27) Mr. Byrnes received an award of 25,000 shares of restricted stock on
September 7, 2000 and the fair market value of a share on the date of grant
was $3.31. One third of the restricted stock vests for each year of service
on the Board of Directors of Meditrust after September 7, 2000 and
dividends, if and when declared, are payable on the restricted stock. All of
the restricted stock immediately vests upon a change of control of
Meditrust. The value of the restricted stock as of December 29, 2000 was
$64,000 based on the closing market price as reported on the New York Stock
Exchange on December 29, 2000 of $2.56.

(28) As compensation for his service as Chief Executive Officer and President of
Meditrust, Mr. Byrnes was issued 50,000 shares with an approximate value, at
the time of the grant, of $100,000.

The following table provides information with respect to stock options
granted by Meditrust in recognition of services rendered in the fiscal year
ended December 31, 2000 to the Meditrust named executive officers. All stock
options are granted at an exercise price equal to the fair market value on the
date of grant.

OPTION GRANTS IN LAST FISCAL YEAR FOR MEDITRUST

NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANT
UNDERLYING GRANTED EXERCISE OR DATE
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#) IN 2000 ($/SHARE) DATE VALUE($)
- ---- ---------- ---------------- ----------- ---------- ---------

Francis W. Cash............................. -0- -- -- -- --
Michael F. Bushee........................... -0- -- -- -- --
David L. Rea................................ -0- -- -- -- --
John F. Schmutz............................. -0- -- -- -- --
Debora A. Pfaff............................. -0- -- -- -- --
Michael S. Benjamin......................... -0- -- -- -- --
Laurie T. Gerber............................ -0- -- -- -- --
David F. Benson............................. -0- -- -- -- --
William G. Byrnes........................... -0- -- -- -- --

The following table provides information with respect to the aggregated
number of options to purchase Shares exercised by the Meditrust named executive
officers as of December 31, 2000. The value of unexercised in-the-money options
is based on the closing price of a Share, as reported on the New York Stock
Exchange, on December 29, 2000 of $2.56, minus the exercise price, multiplied by
the number of Shares underlying the options. An option is "in-the-money" if the
fair market value of the Shares underlying the option exceeds the exercise
price.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES FOR MEDITRUST

SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ON REALIZED OPTIONS AT YEAR-END(#) YEAR-END($)
NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- -------- ------------------------- -------------------------

Francis W. Cash................. -0- -0- -- --
Michael F. Bushee............... -0- -0- 298,330/244,193 -0-/-0-
David L. Rea.................... -0- -0- -- --
John F. Schmutz................. -0- -0- -- --
Debora A. Pfaff................. -0- -0- 37,825/40,000 -0-/-0-
Michael S. Benjamin(1).......... -0- -0- 298,330/-0- -0-/-0-
Laurie T. Gerber(1)............. -0- -0- 122,095/-0- -0-/-0-
David F. Benson................. -0- -0- -0-/-0- -0-/-0-
William G. Byrnes............... -0- -0- -0-/75,000 -0-/-0-

- ------------------------

(1) Mr. Benjamin and Ms. Gerber terminated employment with Meditrust in December
2000 and their options were forfeited in March 2001.

MEDITRUST COMPENSATION COMMITTEE REPORT

INTRODUCTION

Meditrust's executive compensation program is administered under the
direction of the Compensation Committee of the Board of Directors. The current
members of the Meditrust Compensation Committee are Stephen E. Merrill
(Chairman), William C. Baker, Clive D. Bode and John C. Cushman, III. The
Compensation Committee has been composed of entirely non-employee members since
April 13, 2001, the date Francis W. Cash, the President and Chief Executive
Officer of Meditrust, resigned from the Compensation Committee.

COMPENSATION PHILOSOPHY

It is the duty of the Compensation Committee to formulate, approve and
implement the compensation philosophy of Meditrust. The philosophy of the
Company's executive compensation program is to:

- Attract, motivate and retain highly trained and talented executive
officers who are vital to Meditrust's short-term and long-term success,
profitability and growth.

- Reward executive officers for achievement of strategic goals and the
enhancement of shareholder value.

- Provide executive officers with compensation packages that consist of
competitive base salaries supplemented by a cash bonus based on company
and individual performance and long term incentive compensation consisting
of restricted stock, stock options, or a combination of both. The cash
bonus and long term incentive compensation are designed to link
compensation with company and individual performance by providing a
substantial potential upside to executive officers based on successful
company and individual performance.

- Position executive compensation levels to be competitive with other
similarly situated lodging companies. Additionally, during fiscal year
2000 the Compensation Committee engaged independent outside compensation
consultants to review the Company's executive compensation matters. When
target objectives are met or exceeded, Meditrust's overall philosophy is
to provide its executive officers base salaries at a target level around
the 50th percentile for executives in comparable positions in its peer
groups, total cash compensation (consisting of base salary and cash bonus)
in the 75th percentile and long term compensation in the 85th percentile.

- Reflect, for fiscal year 2000, the need to reward and retain the
executives involved in the disposition of the Company's healthcare assets
in accordance with The Meditrust Companies' strategic plan to shift its
focus to the lodging industry. The Company has therefore set cash bonus
and long term compensation awards for certain executive officers based
upon targeted criteria relating to the successful disposition of such
healthcare assets.

- Be committed to open communications with employees regarding Company
policies and procedures, the salary administration process, the job
evaluation process and the timing of performance and salary reviews, bonus
plans and long term compensation.

COMPENSATION PROGRAM

The elements of compensation for Meditrust executive officers consists of
the following, with all three elements together being utilized to satisfy the
ultimate goal of enhancing stockholder value:

1. BASE SALARY. Meditrust will be competitive with respect to executive
officer base salaries. Executive officer salaries are set at a target level
around the 50th percentile for executives in comparable positions in its peer
groups. It is the goal of the Compensation Committee to pay base salaries that
are competitive with others similarly situated lodging companies and a
centralized salary administration system is used to ensure that base salaries
remain externally competitive and internally equitable. The base salary
structure is reviewed annually, and adjustments are made if necessary.
Individual base salaries are also reviewed annually and merit increases are tied
to company and individual performance. Equity adjustments to base salaries will
be reviewed annually and will be granted only as supported by wage survey
information. Any such equity adjustments will require the approval of the senior
human resources officer and the CEO.

2. CASH BONUS. Meditrust will be competitive with respect to executive
officer cash bonuses. Target cash bonuses are set to be slightly above average
in the marketplace. The Company's cash bonus criteria are designed to align the
incentives of management with the interests of the Companies'

stockholders with substantial upside potential when Company performance exceeds
its business plan. Cash bonus levels are also tied to individual performance.

3. LONG TERM COMPENSATION. Long term compensation ("LTC"), which is
designed to attract and retain management talent, provide incentives to achieve
annual business objectives, achieve long term strategic goals and protect the
long term interests of the Company and its stockholders, is composed of
restricted stock, stock options or a combination of both. Meditrust offers its
executive officers who are committed to careers with the Company above average
overall compensation by using LTC awards that are in the 85th percentile for
executives in comparable positions in its peer groups. LTC at Meditrust is
structured to give incentives to executives by providing substantial economic
rewards for meeting or exceeding the goals of the Company. The size of LTC
awards is determined by the Compensation Committee based upon its comparison of
option and stock grants to executives with similar responsibilities at other
companies and the executive's level of responsibility and relative importance to
the operations of the Company.

While cash bonus awards provide rewards for positive short-term performance,
the Compensation Committee believes that LTC provides incentive compensation to
executive officers that is aligned directly with the interests of the Company's
stockholders. LTC is not guaranteed and is based on both individual and Company
performance. Combining grants of stock options with grants of restricted stock
further aligns management interests with those of stockholders and also provides
recruitment and retention benefits. In 2000, LTC awards were in the form of 50%
of value in non-qualified stock options and 50% of value in restricted stock.
The primary purpose of stock options is for executive officers to have the same
risk as stockholders since the options will only have value if the share price
increases. Restricted stock has the same risk as stock options, but also
provides an executive officer the benefits of being a shareholder through
receipt of potential dividend distributions.

LTC also achieves its goal of retention through being paid out over time.
Restricted stock grants cliff vest after three years while stock option grants
vest in 25% increments over four years.

Executive officers are rated on an individual job performance scale as
follows:

1 Highest Rating

2 Exceeds Standards

3 Successful Performance

4 Needs Improvement

5 Unacceptable

Executives rated 4, "Needs Improvement," and 5, "Unacceptable" are not eligible
to receive a LTC grant in a particular year. Executives rated 3, "Successful
Performance" will receive a target grant. Executives rated 2, "Exceeds
Standards," and 1, "Highest Rating" will be eligible to receive an additional
grant of 10% to 20% of their target grant.

COMPENSATION OF CHIEF EXECUTIVE OFFICER AND PRESIDENT

The Compensation Committee did not take any action with regard to
compensation of any chief executive officer as such matters were addressed by
the Board of Directors and are described below in the section entitled
"Compensation Report of Members of the Board of Directors."

TAX DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deductibility on Meditrust's tax return of compensation over $1 million to any
of the named executive officers unless, in general, the compensation is paid
pursuant to a plan which is performance-related, non-discretionary

and has been approved by stockholders. While the Compensation Committee's policy
with respect to Section 162(m) is to make every reasonable effort to ensure that
compensation is deductible to the extent permitted while simultaneously
providing our executives with appropriate rewards for their performance, because
the Company is a REIT, it believes that any denial of deductions pursuant to
Code Section 162(m) is not likely to have a material adverse impact on
Meditrust.

OTHER COMPENSATION PLANS

Meditrust maintains certain broad-based employee benefit plans in which the
Company's senior executives participate. These plans include a 401(k) savings
plan, life, disability and health insurance plans and allowances for automobile
use. These plans are not directly or indirectly tied to the Company's
performance.

SUBMITTED BY THE COMPENSATION COMMITTEE:

Stephen E. Merrill, Chairman

William C. Baker

Clive D. Bode

John C. Cushman, III

COMPENSATION REPORT OF MEMBERS OF THE BOARD OF DIRECTORS OF MEDITRUST

COMPENSATION OF CHIEF EXECUTIVE OFFICERS

The undersigned members of the Board of Directors of Meditrust (the "Board
Members") negotiated and approved the following compensation agreements with the
following individuals who served in the capacity of chief executive officer
during the year ended December 31, 2000. The compensation arrangements were
negotiated by the Board Members rather than by the Compensation Committee in
order to expedite the process of hiring a chief executive officer with the
requisite skills and experience to lead the Company during its shift to a more
lodging-based focus in accordance with the Company's strategic plan.

The Board Members approved the separation agreement by and between The
Meditrust Companies and David F. Benson dated as of January 28, 2000 (the
"Separation Agreement") which terminated the Employment Agreement entered into
between the two parties as of January 1, 1999. Mr. Benson received a severance
payment in cash and shares pursuant to the terms of the Separation Agreement.
Also, under the terms of the Separation Agreement, Mr. Benson agreed to provide
consulting services to The Meditrust Companies for a ten (10) month period for
which The Meditrust Companies agreed to pay him a fee of $400,000.

William G. Byrnes served as Chief Executive Officer for Meditrust from
January 2000 through Mr. Cash's appointment in April 2000. The Board Members
approved the issuance to Mr. Byrnes of 50,000 Shares with an approximate value,
at the time of the grant, of $100,000, in return for his service as Chief
Executive Officer and President of Meditrust while the Board of Directors
searched for a permanent replacement for Mr. Benson.

The compensation for Francis W. Cash for the year ended December 31, 2000
was negotiated and approved by Board Members for Operating Company and is
reported below in the Compensation Report of Members of the Board of Directors
of Operating Company.

SUBMITTED BY THE FOLLOWING MEMBERS OF THE BOARD OF DIRECTORS:

Clive D. Bode, Chairman

William C. Baker

James P. Conn

John C. Cushman, III

Stephen E. Merrill

EXECUTIVE COMPENSATION--OPERATING COMPANY

The following table provides information with respect to the compensation
that Operating Company paid in 1998, 1999 and 2000 to those individuals who
served as Operating Company's Chief Executive Officer, the four most highly
compensated executive officers other than the Chief Executive Officer and two
former executive officers who are no longer with Operating Company or its
subsidiaries whose base salary and bonus exceeded $100,000 for the fiscal year
ended December 31, 2000.

OPERATING COMPANY SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
----------------------- ----------------------------------------
AWARDS
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
AWARDS(S) OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(B) ($)(A) SARS(#)(A) ($)
- --------------------------- -------- --------- ----------- ---------- ---------- ------------

Francis W. Cash(1)..................... 2000 553,846 -0- 965,000(2) 2,400,000 797,543(3)
Chief Executive Officer and President 1999 -- -- -- -- --
1998 -- -- -- -- --

David L. Rea(4)........................ 2000 194,712 -0- 522,000(5) 900,000 184,183(6)
Chief Financial Officer and Treasurer 1999 -- -- -- -- --
1998 -- -- -- -- --

John F. Schmutz........................ 2000 226,000 40,000 129,585(7) 83,333 587,862(8)
Senior Vice President and General 1999 196,539 38,675 -- 130,000 51,891
Counsel 1998 169,539 34,000 -- -0- 15,978(9)

Vito J. Stellato....................... 2000 175,154 35,000 93,300(10) 60,000 39,361(11)
Senior Vice President 1999 161,827 -0- -0- -0- 48,478
Human Resources 1998 -- -- -- -- --

Stephen A. Parker...................... 2000 190,385 -0- 155,500(12) 100,000 18,400(13)
Senior Vice President Sales & 1999 -- -- -- -- --
Marketing 1998 -- -- -- -- --

Bobby G. Moore, III(14)................ 2000 199,231 17,500 103,665(15) 66,667 19,709(16)
Former Senior Vice President and 1999 138,792 -0- -- -- 110,630
Chief Information Officer 1998 -- -- -- -- 6,536

William S. McCalmont(17)............... 2000 222,739 -0- -0- -0- -0-(19)
Former Interim President La Quinta 1999 259,615 150,000 -0- -0- 864,055
Inns, Inc. 1998 249,999 100,000 697,000(18) -0- 16,298(20)

William C. Baker(21)................... 2000 -0- -0- 82,750(22) 75,000 100,000(23)
Former Chief Executive Officer, 1999 -0- -0- -0- -0- -0-
President and Treasurer 1998 -0- 45,844 -0-(24) -0- -0-(25)

- ------------------------

(a) The restricted stock grant to Mr. Schmutz and option grants to Mr. Cash and
Mr. Schmutz are listed on this table for simplicity, but were actually
granted by Meditrust.

(b) Bonus amounts listed reflect all bonus payments actually made during the
fiscal year ended December 31, 2000. Any bonus payments earned during such
fiscal year, but paid in 2001, will be reflected in Operating Company's
proxy statement for the fiscal year ended December 31, 2001.

(1) Mr. Cash became Chief Executive Officer and President of Operating Company
on April 17, 2000. Accordingly, no compensation information is presented for
Mr. Cash for the years 1999 and 1998.

(2) Mr. Cash received an award of 500,000 shares of restricted stock on
April 17, 2000 and the fair market value of a share on the date of grant was
$2.13. Mr. Cash received such grant of restricted stock in his capacity as
an executive officer of Operating Company and the restricted stock vests
three years from the date of grant. All restricted stock immediately vests
upon a change of control of Meditrust and dividends, if and when declared,
are payable on the restricted stock. The value of the restricted stock as of
December 29, 2000 was $1,280,000 based on the closing market price as
reported on the New York Stock Exchange on December 29, 2000 of $2.56.

(3) Including primarily a $600,000 sign-on bonus, $169,659 in moving expenses
and other expenses.

(4) Mr. Rea became Chief Financial Officer and Treasurer of Operating Company in
June 2000. Accordingly, no compensation information is presented for
Mr. Rea for the years 1999 and 1998.

(5) Mr. Rea received an award of 300,000 shares of restricted stock on June 12,
2000 and the fair market value of a share on the date of grant was $1.94.
The restricted stock vests three years from the date of grant. All of the
restricted stock immediately vests upon a change of control of Meditrust and
dividends, if and when declared, are payable on the restricted stock. The
value of the restricted stock as of December 29, 2000 was $768,000 based on
the closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(6) Including primarily a $150,000 sign-on bonus, a $4,362 car allowance and
certain other moving and other expenses.

(7) Mr. Schmutz received an award of 41,667 shares of restricted stock on
September 7, 2000 and the fair market value of a share on the date of grant
was $3.31. The restricted stock vests three years from the date of grant.
All of the restricted stock immediately vests upon a change of control of
Meditrust and dividends, if and when declared, are payable on the restricted
stock. The value of the restricted stock as of December 29, 2000 was
$106,668 based on the closing market price as reported on the New York Stock
Exchange on December 29, 2000 of $2.56.

(8) Including primarily a special bonus (in lieu of severance) of $532,000, the
payout of a deferred SERP valued at $30,760, a car allowance of $13,150, a
contribution on his behalf in the amount of $7,500 to the Executive Savings
Plan and $1,368 in life insurance premiums paid by Operating Company.

(9) A portion of this other compensation was paid by La Quinta Inns, Inc. during
the portion of 1998 prior to the July 18, 1998 merger of La Quinta
Inns, Inc. with and into Meditrust.

(10) Mr. Stellato received an award of 30,000 shares of restricted stock on
September 7, 2000 and the fair market value of a share on the date of grant
was $3.31. The restricted stock vests three years from the date of grant.
All of the restricted stock immediately vests upon a change of control of
Meditrust and dividends, if and when declared, are payable on the restricted
stock. The value of the restricted stock as of December 29, 2000 was $76,800
based on the closing market price as reported on the New York Stock Exchange
on December 29, 2000 of $2.56.

(11) Including primarily a payout of a deferred SERP valued at $17,999, a
$13,290 car allowance and $1,188 in life insurance premiums paid by
Operating Company.

(12) Mr. Parker received an award of 50,000 shares of restricted stock on
September 7, 2000 and the fair market value of a share on the date of grant
was $3.31. The restricted stock vests three years from the date of grant.
All of the restricted stock immediately vests upon a change of control of
Meditrust and dividends, if and when declared, are payable on the restricted
stock. The value of

the restricted stock as of December 29, 2000 was $128,000 based on the
closing market price as reported on the New York Stock Exchange on
December 29, 2000 of $2.56.

(13) Includes primarily a $8,377 car allowance, $6,095 in moving expenses and
$1,440 in life insurance premiums paid by Operating Company.

(14) Mr. Moore ceased to serve as Senior Vice President and Chief Information
Officer of Operating Company in January 2001.

(15) Mr. Moore received an award of 33,333 shares of restricted stock on
September 7, 2000 and the fair market value of a share on the date of grant
was $3.31. The restricted stock vests three years from the date of grant.
All of the restricted stock immediately vests upon a change of control of
Meditrust and dividends, if and when declared, are payable on the restricted
stock. The value of the restricted stock as of December 29, 2000 was $85,332
based on the closing market price as reported on the New York Stock Exchange
on December 29, 2000 of $2.56.

(16) Including primarily a $13,154 car allowance and $1,332 in life insurance
premiums paid by Operating Company. Excludes a $398,462 severance payment.

(17) Mr. McCalmont ceased to serve as Interim President of La Quinta Inns, Inc.
in April 2000.

(18) Mr. McCalmont received an award of 50,000 shares of restricted stock on
December 10, 1998 and the fair market value of a share on the date of grant
was $13.94, which shares were forfeited after Mr. McCalmont's termination
from Operating Company.

(19) Excludes a $1,773,871 Severance Payment pursuant to the terms of his
severance agreement.

(20) A portion of this other compensation was paid by La Quinta Inns, Inc.
during the portion of 1998 prior to the July 18, 1998 merger of La Quinta
Inns, Inc. with and into Meditrust.

(21) Mr. Baker ceased to serve as Operating Company's Chief Executive Officer,
President and Treasurer in April 2000.

(22) Mr. Baker received an award of 25,000 shares of restricted stock on
September 7, 2000 and the fair market value of a share on the date of grant
was $3.31. One third of the restricted stock vests for each year of service
on the Board of Directors of Meditrust after September 7, 2000 and
dividends, if and when declared, are payable on the restricted stock. All of
the restricted stock immediately vests upon a change of control of
Meditrust. The value of the restricted stock as of December 20, 2000 was
$64,000 based on the closing market price as reported on the New York Stock
Exchange on December 29, 2000 of $2.56.

(23) As compensation for his service as Chief Executive Officer, President and
Treasurer of Operating Company, Mr. Baker was issued 50,000 shares with an
approximate value, at the time of the grant, of $100,000.

(24) On July 31, 1998, Operating Company issued 75,000 shares of restricted
stock at $22.50 per share to Mr. Baker, which as of the grant date had a
value of $1,687,500. As of December 31, 1998 the restricted stock had a
value of $1,125,000. This grant was forfeited on January 4, 1999. Dividends
were paid in August, September and November of 1998.

(25) Excludes severance payments of $1,723,800 paid to Mr. Baker.

The following table provides information with respect to stock options
granted by Operating Company in recognition of services rendered in the fiscal
year ended December 31, 2000 to the Operating Company named executive officers.
All stock options were granted at an exercise price equal to the fair market
value or higher on the date of grant and will vest 25% per year over four years
from the date of grant.

OPTION GRANTS IN LAST FISCAL YEAR FOR OPERATING COMPANY

Francis W. Cash(1).................... 600,000 11.475 4.0312 4/17/2010 335,340
600,000 11.475 5.3750 4/17/2010 241,740
1,200,000 22.95 6.7188 4/17/2010 361,080

John F. Schmutz....................... 83,333 1.6 3.3125 9/07/2010 124,800

Bobby G. Moore, III................... 66,667 1.3 3.3125 9/07/2010 99,840

Vito J. Stellato...................... 60,000 1.1 3.3125 9/07/2010 89,856

David L. Rea(2)....................... 450,000 8.6 1.9375 6/12/2010 398,610
450,000 8.6 2.9063 6/12/2010 288,990

Stephen A. Parker..................... 100,000 1.9 3.3125 9/07/2010 149,760

William S. McCalmont.................. -0- -0- -- -- --

William C. Baker...................... 75,000 1.4 3.3125 9/07/2006 112,320

- ------------------------

(1) In the event the closing price of a Paired Share exceeds, for a period of 30
consecutive days, the option exercise price, the Paired Shares subject to
such options shall accelerate and become exercisable as to 20% of the
original number of Paired Shares underlying such option grant not yet fully
exercisable. Further, in the event the closing price of a Paired Share
equals or exceeds, for a period of 30 consecutive days, three times the
closing price for a Paired Share on March 22, 2000 ($2.6875) or $8.0625, the
Paired Shares subject to such options shall accelerate and become
exercisable as to an additional 20% of the original number of Paired Shares
underlying such option grant not yet fully exercisable.

(2) In the event the closing price of a Paired Share equals or exceeds, for a
period of 30 consecutive days, three times the closing price for a Paired
Share on June 12, 2000 ($1.9375) or $5.8125, the Paired Shares subject to
such options shall accelerate and become exercisable as to any Paired Shares
underlying such option grant not yet fully exercisable.

The following table provides information with respect to the aggregated
number of options to purchase Shares exercised by the Operating Company named
executive officers as of December 31, 2000. The value of unexercised
in-the-money options is based on the closing price of a Share, as reported on
the New York Stock Exchange, on December 29, 2000 of $2.56, minus the exercise
price, multiplied by the number of Shares underlying the options. An option is
"in-the-money" if the fair market value of the Shares underlying the option
exceeds the exercise price.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES FOR OPERATING COMPANY

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON REALIZED OPTIONS AT YEAR-END(#) YEAR-END($)
NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- -------- ------------------------- -------------------------

Francis W. Cash................... -0- -0- -0-/2,400,000 -0-/-0-
John F. Schmutz................... -0- -0- 65,000/148,333 -0-/-0-
Bobby G. Moore, III(1)............ -0- -0- 12,500/137,500 -0-/-0-
Vito J. Stellato.................. -0- -0- 60,000/120,000 -0-/-0-
David L. Rea...................... -0- -0- 0/900,000 -0-/279,000
Stephen A Parker.................. -0- -0- 0/100,000 -0-/-0-
William S. McCalmont.............. -0- -0- 0/0 -0-/-0-
William C. Baker.................. -0- -0- -0-/75,000 -0-/-0-

- --------------------------

(1) Mr. Moore terminated employment with Operating Company in January 2000 and
his options were forfeited in April 2000.

OPERATING COMPANY COMPENSATION COMMITTEE REPORT

INTRODUCTION

Operating Company's executive compensation program is administered under the
direction of the Compensation Committee of the Board of Directors. The current
members of the Operating Company Compensation Committee are Stephen E. Merrill
(Chairman), William C. Baker, Clive D. Bode and John C. Cushman, III. The
Compensation Committee has been composed of entirely non-employee members since
April 13, 2001, the date Francis W. Cash, the President and Chief Executive
Officer of Meditrust, resigned from the Compensation Committee.

COMPENSATION PHILOSOPHY

It is the duty of the Compensation Committee to formulate, approve and
implement the compensation philosophy of Operating Company. The philosophy of
the Company's executive compensation program is to:

- Attract, motivate and retain highly trained and talented executive
officers who are vital to Operating Company's short-term and long-term
success, profitability and growth.

- Reward executive officers for achievement of strategic goals and the
enhancement of shareholder value.

- Position executive compensation levels to be competitive with other
similarly situated lodging companies. Additionally, during fiscal year
2000 the Compensation Committee engaged independent outside compensation
consultants to review the Company's executive compensation matters. When
target objectives are met or exceeded, Operating Company's overall
philosophy is to provide its executive officers base salaries at a target
level around the 50th percentile for executives in comparable positions in
its peer groups, total cash compensation (consisting of base salary and
cash bonus) in the 75th percentile and long term compensation in the 85th
percentile.

COMPENSATION PROGRAM

The elements of compensation for Operating Company executive officers
consists of the following, with all three elements together being utilized to
satisfy the ultimate goal of enhancing stockholder value:

1. BASE SALARY. Operating Company will be competitive with respect to
executive officer base salaries. Executive officer salaries are set at a target
level around the 50th percentile for executives in comparable positions in its
peer groups. It is the goal of the Compensation Committee to pay base salaries
that are competitive with other similarly situated lodging companies and a
centralized salary administration system is used to ensure that base salaries
remain externally competitive and internally equitable. The base salary
structure is reviewed annually, and adjustments are made if necessary.
Individual base salaries are also reviewed annually and merit increases are tied
to company and individual performance. Equity adjustments to base salaries will
be reviewed annually and will be granted only as supported by wage survey
information. Any such equity adjustments will require the approval of the senior
human resources officer and the CEO.

2. CASH BONUS. Operating Company will be competitive with respect to
executive officer cash bonuses. Target cash bonuses are set to be slightly above
average in the marketplace. The Company's cash bonus criteria are designed to
align the incentives of management with the interests of the Companies'
stockholders with substantial upside potential when Company performance exceeds
its business plan. Cash bonus levels are also based on individual performance.

3. LONG TERM COMPENSATION. Long term compensation ("LTC"), which is
designed to attract and retain management talent, provide incentives to achieve
annual business objectives, achieve long term strategic goals and protect the
long term interests of the Company and its stockholders, is composed of
restricted stock, stock options or a combination of both. Operating Company
offers its executive officers who are committed to careers with the Company
above average overall compensation by using LTC awards that are in the 85th
percentile for executives in comparable positions in its peer groups. LTC at
Operating Company is structured to give incentives to executives by providing
substantial economic rewards for meeting or exceeding the goals of the Company.
The size of LTC awards is determined by the Compensation Committee based upon
its comparison of option and stock grants to executives with similar
responsibilities at other companies and the executive's level of responsibility
and relative importance to the operations of the Company.

increases. Restricted stock has the same risk as stock options, but also
provides an executive officer the benefits of being a shareholder through
receipt of potential dividend distributions.

LTC also achieves its goal of retention through being paid out over time.
Restricted stock grants cliff vest after three years while stock option grants
vest in 25% increments over four years.

Executive officers are rated on an individual job performance scale as
follows:

1 Highest Rating

2 Exceeds Standards

3 Successful Performance

4 Needs Improvement

5 Unacceptable

Executives rated 4, "Needs Improvement," and 5, "Unacceptable" are not
eligible to receive a LTC grant in a particular year. Executives rated 3,
"Successful Performance" will receive a target grant. Executives rated 2,
"Exceeds Standards," and 1, "Highest Rating" will be eligible to receive an
additional grant of 10% to 20% of their target grant.

COMPENSATION OF CHIEF EXECUTIVE OFFICER AND PRESIDENT

TAX DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deductibility on Operating Company's tax return of compensation over $1 million
to any of the named executive officers unless, in general, the compensation is
paid pursuant to a plan which is performance-related, non-discretionary and has
been approved by stockholders. The Compensation Committee's policy with respect
to Section 162(m) is to make every reasonable effort to ensure that compensation
is deductible to the extent permitted while simultaneously providing our
executives with appropriate rewards for their performance.

OTHER COMPENSATION PLANS

Operating Company maintains certain broad-based employee benefit plans in
which the Company's senior executives participate. These plans include a 401(k)
savings plan, life, disability and health insurance plans and allowances for
automobile use. These plans are not directly or indirectly tied to the Company's
performance.

SUBMITTED BY THE COMPENSATION COMMITTEE:

Stephen E. Merrill, Chairman

William C. Baker

Clive D. Bode

John C. Cushman, III

COMPENSATION REPORT OF MEMBERS OF THE BOARD OF DIRECTORS OF OPERATING COMPANY

COMPENSATION OF CHIEF EXECUTIVE OFFICERS

The undersigned members of the Board of Directors of Operating Company (the
"Board Members") negotiated and approved the following compensation agreements
with the following individuals who served in the capacity of chief executive
officer during the year ended December 31, 2000. The compensation arrangements
were negotiated by the Board Members rather than by the Compensation Committee
in order to expedite the process of hiring a chief executive officer with the
requisite skills and experience to lead the Company during its shift to a more
lodging-based focus in accordance with the Company's strategic plan.

William C. Baker served as Chief Executive Officer, President and Treasurer
of Operating Company until Mr. Cash's appointment in April 2000. The Board
Members approved the issuance to Mr. Baker of 50,000 Shares with an approximate
value, at the time of the grant, of $100,000, in return for his service as Chief
Executive Officer, President and Treasurer of Operating Company while the Board
of Directors searched for a permanent replacement.

Francis W. Cash became Chief Executive Officer and President of Operating
Company in April 2000. Members of the Board approved the terms of Mr. Cash's
employment agreement effective as of April 17, 2000 (the "Employment
Agreement"). When approving Mr. Cash's compensation package, Members of the
Board considered Mr. Cash's significant experience in both the healthcare and
lodging industries and the Company's need for a chief executive officer with
such experience as The Meditrust Companies implement the strategic plan to
become more focused on lodging. Mr. Cash's pro-rated base salary for the year
ended December 31, 2000 was $553,846. Mr. Cash received a cash signing bonus and
earned a performance bonus in fiscal year 2000, which was not paid until
March 2001. Mr. Cash was awarded stock options and restricted stock on
April 17, 2000 as an incentive to successfully implement The Meditrust
Companies' strategic plan. The restricted stock granted to Mr. Cash vests in
full three years after the date of grant and Mr. Cash's stock options vest in
25% increments over four years.

SUBMITTED BY THE FOLLOWING MEMBERS OF THE BOARD OF DIRECTORS:

Clive D. Bode, Chairman

William G. Byrnes

James P. Conn

John C. Cushman, III

Stephen E. Merrill

AUDIT COMMITTEE REPORTS

MEDITRUST

The Board of Directors of Meditrust has established an Audit Committee and
adopted a written charter for such Audit Committee, which is attached to this
proxy statement as Appendix A. The members of the Audit Committee during fiscal
year 2000 were James P. Conn, as Chairman, Clive D. Bode and John C.
Cushman, III. The Board of Directors has determined that the members of the
Audit Committee are "independent" under the rules of the NYSE.

The Audit Committee, among other things, makes recommendations concerning
the engagement of independent public accountants, reviews the plans and results
of the audit engagement with the independent public accountants, approves
professional services provided by the independent public accountants, considers
the range of audit and non-audit fees, reviews the adequacy of the Company's
internal accounting controls and performs such other oversight functions as may
be requested from time to time by the Board of Directors. The Audit Committee
met 4 times during the year ended December 31, 2000.

The undersigned members of the Audit Committee submit this report in
connection with the Committee's review of the financial reports for the fiscal
year ended December 31, 2000 as follows:

1. The Audit Committee has reviewed and discussed with management the
audited financial statements for Meditrust Corporation for the fiscal
year ended December 31, 2000.

2. The Audit Committee has discussed with representatives of
PricewaterhouseCoopers LLP the matters that are required to be discussed
with them under provisions of SAS 61. That Statement of Accounting
Standards requires the auditors to ensure that the Audit Committee
received information regarding the scope and results of the audit.

3. The Audit Committee has discussed with PricewaterhouseCoopers LLP the
auditor's independence from management and Meditrust Corporation
including the written disclosures and the letter from the independent
auditors required by the Independence Standards Board, Standard No. 1. In
addition, the Audit Committee considered whether the provision of certain
non-audit services by PricewaterhouseCoopers LLP is compatible with
maintaining its independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board approved) that
the audited financial statements be included in The Meditrust Companies Joint
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, which
was filed with the Securities and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE:
James P. Conn, Chairman
Clive D. Bode
John C. Cushman, III

INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP served as Meditrust's independent accountants for
the fiscal year ended December 31, 2000 and has reported on our 2000
consolidated financial statements.

AUDIT FEES

Fees for the fiscal year 2000 audit and the review of Forms 10-Q were
$480,863.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

PricewaterhouseCoopers LLP did not render any services related to financial
information systems design and implementation for the fiscal year ended
December 31, 2000.

ALL OTHER FEES

Aggregate fees billed for all other services rendered by
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2000 were
approximately $721,083. These fees consist primarily of services rendered in
connection with tax planning and compliance, healthcare asset sales and other
audit reports.

OPERATING COMPANY

The Board of Directors of Operating Company has established an Audit
Committee and adopted a written charter for such Audit Committee, which is
attached to this proxy statement as Appendix B. The members of the Audit
Committee during fiscal year 2000 were James P. Conn, as Chairman, Clive D. Bode
and John C. Cushman, III. The Board of Directors has determined that the members
of the Audit Committee are "independent" under the rules of the NYSE.

The undersigned members of the Audit Committee submit this report in
connection with the Committee's review of the financial reports for the fiscal
year ended December 31, 2000 as follows:

1. The Audit Committee has reviewed and discussed with management the
audited financial statements for Meditrust Corporation for the fiscal
year ended December 31, 2000.

SUBMITTED BY THE AUDIT COMMITTEE:
James P. Conn, Chairman
Clive D. Bode
John C. Cushman, III

INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP served as Operating Company's independent
accountants for the fiscal year ended December 31, 2000 and has reported on our
2000 consolidated financial statements.

AUDIT FEES

Fees for the fiscal year 2000 audit and the review of Forms 10-Q were paid
by Meditrust on behalf of the Companies.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

PricewaterhouseCoopers LLP did not render any services related to financial
information systems design and implementation for the fiscal year ended
December 31, 2000.

ALL OTHER FEES

Aggregate fees billed for all other services rendered by
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2000 were paid
by Meditrust on behalf of the Companies.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the executive officers and Directors of The Meditrust Companies, and persons who
own more than 10% of a registered class of The Meditrust Companies' equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Officers,
Directors and greater than 10% beneficial owners are required by SEC regulation
to furnish The Meditrust Companies with copies of all Section 16(a) forms they
file. To our knowledge, based solely on our review of Forms 3 and 4 and
amendments thereto furnished to The Meditrust Companies during its most recent
fiscal year, Forms 5 and amendments thereto furnished to The Meditrust Companies
with respect to its most recent fiscal year and written representations
furnished to The Meditrust Companies, no officer, Director or 10% beneficial
owner of The Meditrust Companies failed to timely file a required report, except
that David L. Rea filed a timely Form 3 listing him incorrectly as an executive
officer of Meditrust instead of Operating Company. A corrected Form 3 was
subsequently filed, but such corrected filing was inadvertently filed after the
deadline.

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the cumulative
total shareholder return on shares of Meditrust's predecessor and The Meditrust
Companies against the cumulative market-weighted return of the Standard & Poor's
Composite 500 Stock Index (the "S&P 500") and the National Association of Real
Estate Investment Trusts ("NAREIT") All REIT Total Return Index (the "All REIT
Index") for the period of five fiscal years commencing January 1, 1996 and
ending December 31, 2000. The All REIT Index is comprised of all tax-qualified
real estate investment trusts, without regard to investment focus, listed on the
New York Stock Exchange, American Stock Exchange and NASDAQ National Market
System. The stock performance graph assumes that the value of an investment in
Paired Shares in each index was $100.00 on December 31, 1995 and that all
dividends were reinvested on a monthly basis. The historical information set
forth below is not necessarily indicative of future performance. Data for the
All REIT Index and the S&P 500 were provided to us by NAREIT. The data shown is
based on the share prices or index values, as applicable, as of December 31 for
each year shown.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

NAREIT COMPOSITE S&P 500 MEDITRUST COMPANIES

1995 100.00 100.00 100.00
1996 135.75 122.96 124.26
1997 161.39 163.99 122.51
1998 130.99 210.86 59.48
1999 122.50 255.20 25.59
2000 154.21 231.96 11.92

PROPOSAL 1--ELECTION OF DIRECTORS OF THE MEDITRUST COMPANIES

The respective Boards of Directors of each of The Meditrust Companies
currently consist of seven members and are divided into three classes. Each
class has a term of three years and the terms are staggered so that in each year
only one class of Directors for each of The Meditrust Companies is elected. The
nominees standing for re-election in 2001 for each of The Meditrust Companies,
together with the Directors whose terms do not expire, are listed below. It is
the intention of the persons named as proxies in the accompanying form of proxy
(unless otherwise indicated) to vote such proxies to elect the nominees for
Director named in the following table, all of whom are currently members of the
Board of Directors. If elected, the nominees will serve as Directors until The
Meditrust Companies 2004 annual meetings and until their successors are duly
elected and qualified. In the event that any of the nominees becomes unavailable
(which is not now anticipated by The Meditrust Companies), the persons named as
proxies have discretionary authority to vote for a substitute or to reduce the
number of Directors to be fixed and elected. The Boards of Directors have no
reason to believe that any of said persons will be unwilling or unable to serve
if elected. Election of each of the nominees will require the affirmative vote
of a majority of the stock having voting power present in person or represented
by proxy and voting at the Meditrust Meeting or the Operating Company Meeting,
provided that such majority is at least a majority of the number of shares
required to constitute a quorum. Abstentions and broker non-votes with regard to
any item being acted upon at the Meditrust Meeting or the Operating Company
Meeting will not be treated as votes cast.

NOMINEES FOR DIRECTOR

DIRECTOR OF
MEDITRUST DIRECTOR OF OPERATING
NAME AND PRINCIPAL AND ITS PREDECESSOR COMPANY AND ITS
OCCUPATION OR EMPLOYMENT AGE SINCE PREDECESSOR SINCE TERMS EXPIRE
- ------------------------ -------- ------------------- --------------------- ------------

William G. Byrnes........................ 50 2000 1998 2001
Financial Consultant, Private Investor
and
Director, JDN Realty Corporation

Francis W. Cash.......................... 59 2000 2000 2001
Chief Executive Officer and President
of Meditrust
Chief Executive Officer and President
of Operating Company

THE BOARDS OF DIRECTORS OF THE MEDITRUST COMPANIES UNANIMOUSLY RECOMMEND
THAT YOU VOTE "FOR" THE NOMINEES FOR DIRECTOR. PROXIES SOLICITED BY THE BOARDS
WILL BE VOTED "FOR" EACH OF THE NOMINEES UNLESS INSTRUCTIONS TO WITHHOLD OR TO
THE CONTRARY ARE GIVEN.

CONTINUING DIRECTORS

William C. Baker......................... 68 2000 1991 2003
Former Chairman
Santa Anita Realty Enterprises, Inc.
and Santa Anita Operating Company

Clive D. Bode............................ 58 1999 1999 2002
Chairman of the Board
Director, Kelly, Hart & Hallman

James P. Conn............................ 63 1995 2000 2002
Former Managing Director and Chief
Investment Officer of Financial
Security Assurance, Inc.

John C. Cushman, III..................... 60 1996 2000 2003
President and Chief Executive Officer
of Cushman Realty Corporation

Stephen E. Merrill....................... 55 1998 1998 2002
President, Bingham Consulting Group,
LLC

NOMINEES FOR DIRECTOR

William G. Byrnes has been a Director of Operating Company since 1998 and
was appointed a Director of Meditrust in April 2000. Mr. Byrnes served as Chief
Executive Officer of Meditrust from January 2000 through Mr. Cash's appointment
in April 2000. He was previously a Distinguished Professor of Finance at
Georgetown University from August 1988 to May 1999, and was associated with
Alex. Brown and Sons, investment bankers, from 1981 through 1998. Mr. Byrnes is
a Financial Consultant and Private Investor and is a Director of JDN Realty
Corporation, a real estate development and asset management company traded on
the New York Stock Exchange, a Director of Security Capital Preferred Growth
Incorporated and non-executive Chairman of Pulpfree, Inc.

Francis W. Cash has been President and Chief Executive Officer of Meditrust
and President and Chief Executive Officer of Operating Company since April 17,
2000. Mr. Cash was also the Treasurer of Operating from April 17, 2000 until
June 2000, at which time David L. Rea joined The Meditrust Companies and became
Treasurer of Operating Company. Mr. Cash was the Chairman of the Board, Chief
Executive Officer, President and a director of Mariner Healthcare Group, Inc.
from September 8, 1999 until March 2000. From July 1995 to August 1999,
Mr. Cash served as President and Chief Executive Officer of Red Roof Inns, Inc.
("Red Roof Inns"). He also served as Chairman of the Board of Red Roof Inns from
June 1996 to August 1999. Prior to his service at Red Roof Inns, Mr. Cash served
as President and Chief Operating Officer of NovaCare, Inc. from October 1992 to
June 1995. Prior to that, Mr. Cash served in a number of senior executive
positions for 18 years at Marriott Corporation, most recently as President,
Marriott Service Group.

CONTINUING DIRECTORS

William C. Baker has been a Director of Operating Company since
October 1991, was a Director at Meditrust's predecessor prior to the 1997 Santa
Anita merger and was appointed a Director of

Meditrust in April 2000. Mr. Baker served as President and Treasurer of
Operating Company from August 1998 through April 2000. Mr. Baker was Chief
Executive Officer of Santa Anita Realty Enterprises, Inc. and Santa Anita
Operating Company from April 1996 to December 1998. Mr. Baker was the President
of Red Robin International, Inc. from 1993 to 1995, a private investor from 1988
to 1992 and Chairman of the Board and Chief Executive Officer of Del Taco, Inc.
from 1976 to 1988. He served as Chairman of the Board of Coast Newport
Properties from 1991 to 1999. Mr. Baker is a Director of Callaway Golf Company
and Public Storage, Inc.

Clive D. Bode has been Chairman of the Boards of Meditrust and Operating
Company since October 1999. Mr. Bode has been a special advisor to certain
members of the Bass Family of Fort Worth, Texas for the past 10 years. Mr. Bode
is also Director of Kelly, Hart & Hallman, a Fort Worth based law firm.

James P. Conn has been a Director of Meditrust since 1995, was a Director at
Operating Company's predecessor prior to the 1997 Santa Anita merger and was
appointed a Director of Operating Company in April 2000. Mr. Conn was the
Managing Director and Chief Investment Officer of Financial Security
Assurance, Inc. from 1992 through 1998. He was also the President and Chief
Executive Officer of Bay Meadows Operating Company from 1988 to 1992. Mr. Conn
is a Trustee of Gabelli Equity Trust, Gabelli Global Multimedia Trust, Gabelli
Utility Trust and a member of the Board of Directors of First Republic Bank.
Mr. Conn is also a Trustee of Gabelli Asset Fund, Gabelli Growth Fund and
Gabelli Westwood Funds.

John C. Cushman, III has been a Director of Meditrust since 1996, was a
Director at Operating Company's predecessor prior to the 1997 Santa Anita merger
and was appointed a Director of Operating Company in April 2000. Mr. Cushman has
been the President and Chief Executive Officer of Cushman Realty Corporation
since 1978. He is a Director of National Golf Properties, Inc., Los Angeles Turf
Club, Incorporated, Digital Gene Technologies, Inc., Cushman Realty Corporation,
Cushman Winery Corporation and Inglewood Park Cemetery.

Stephen E. Merrill has been a Director of The Meditrust Companies since
May 1998. Mr. Merrill is the President of Bingham Consulting Group, LLC and was
Of Counsel to the law firm Choate, Hall & Stewart from March 1997 to
February 1999. Previously, Mr. Merrill served as Governor of the State of New
Hampshire from 1993 through 1997. He was senior partner in the law firm
Merrill & Broderick from 1989 through 1993 and served as Attorney General for
the State of New Hampshire from 1985 through 1989. Mr. Merrill also served as
legal counsel and Chief of Staff to the Governor of New Hampshire from 1982
through 1985.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

David L. Rea has been Executive Vice President, Chief Financial Officer and
Treasurer of Operating Company since June 2000 and Meditrust since
December 2000. Most recently, Mr. Rea served as CFO of the start-up business to
business e-commerce company, SingleSourceIT.com. Prior to that he was with Red
Roof Inns, Inc. from 1996 through 1999, where he served in various roles
including Executive Vice President, CFO and Treasurer. From 1995 through 1996,
he served as Vice President of Finance at DeBartolo Realty Corporation and held
various investment management related positions with T. Rowe Price Associates
from 1986 through 1995.

Michael F. Bushee has been Chief Operating Officer of Meditrust since
September 1994. He was Senior Vice President of Operations of Meditrust from
November 1993 through August 1994, Vice President from December 1989 through
October 1993, Director of Development from January 1988 to December 1989 and has
been associated with Meditrust since April 1987. Mr. Bushee was previously
associated with The Stop & Shop Companies, Inc., a retailer of food products and
general merchandise, for three years and Wolf & Company, P.C., independent
accountants, for four years.

John F. Schmutz has been Senior Vice President, General Counsel and
Secretary of Meditrust and Operating Company since July 2000. Prior to that, he
was Senior Vice President, General Counsel and Secretary of Operating and La
Quinta since January 1999. From 1992 to 1999, he was Vice President-General
Counsel and Secretary of La Quinta. Mr. Schmutz served as Vice President-General
Counsel of Sbarro, Inc. form May 1991 to June 1992 and as Vice President-Legal
of Hardee's Food Systems, Inc. from April 1983 to May 1991.

Debora A. Pfaff, a Certified Public Accountant, has been Vice President of
Operations of Meditrust since October 1995 and has been Meditrust's Director of
Operations since September 1992. Ms. Pfaff was previously a Senior Manager with
KPMG Peat Marwick where she was employed from 1985 to 1992.

Richard W. Pomroy has been Vice President of Development of Meditrust since
October 1997 and has been Director of Development of Meditrust since 1994. Prior
to joining Meditrust, he was a project manager at Continuum Care Corporation, an
operator of healthcare facilities. Mr. Pomroy began his career in the real
estate industry as an architectural project manager and gained additional
property management experience as senior project manager and later as Vice
President of Construction for several Boston area general contracting firms.

Alan L. Tallis has been Executive Vice President-Chief Development Officer
of La Quinta Inns, Inc. since July 2000. He is a 24-year veteran of the lodging
industry and previously served in various executive positions with La Quinta
from 1980 to 1992. Prior to returning to La Quinta in 2000, Mr. Tallis served as
Executive Vice President-Development and General Counsel of Red Roof Inns, Inc.
and Managing Director of Tallis & Associates.

A. John Novak has served as Senior Vice President and Chief Information
Officer of La Quinta since January 2001. Prior to joining La Quinta, Mr. Novak
was Senior Vice President and Chief Information Officer for Resort Condominiums
International (RCI), a division of Cendant Corporation, beginning in
April 1999. He served as Vice President of Lodging Property Systems for Marriott
International from 1996 to 1999. Mr. Novak also served as Vice President of
Resorts and Sales Systems for Walt Disney World Company from 1990 until 1996.

Vito J. Stellato has been the Senior Vice President of Human Resources of
the lodging division of Operating Company since December 1998. Prior to that, he
was Vice President of Human Resources for Harrah's Entertainment, Inc. at their
Las Vegas and New Orleans properties. Mr. Stellato was Vice President of Human
Resources for Embassy Suites Hotels and has also held positions with Holiday Inn
and the U.S. Office of Personnel Management.

Brent A. Spaeth has been Group Vice President of Operations since
August 2000. Prior to that he was Regional Vice President of the Inn & Suites in
the Western Regions and Divisional Vice President for the Central Division of La
Quinta Inns from May 1997 through July 2000. Mr. Spaeth has been with La Quinta
Inns since February of 1989. He formerly had various regional operations
positions with the Drury and Holiday Inn corporations and has been in the hotel
industry since 1972.

Wayne B. Goldberg has been Group Vice President of Operations for La Quinta
Inns since July 2000 and has 21 years of experience in the hospitality industry.
Prior to joining La Quinta Inns, Mr. Goldberg was Chief Operating Officer for
BridgeStreet Accommodations. Prior to BridgeStreet, Mr. Goldberg spent over
20 years at Red Rood Inns Inc. Mr. Goldberg served in various roles at Red Roof
Inns, including: Group Vice President, District Vice President, Regional
Manager, Area Manager and General Manager.

Stephen T. Parker has served as Senior Vice President of Sales and Marketing
since May 2000. From August 1999 to May 2000, he was a hospitality/marketing
consultant in Phoenix, Arizona. From March 1997 until August 1999, Mr. Parker
served as Senior Vice President, Sales and Marketing for

Red Roof Inns, Inc. He served as Vice President, Marketing for North America for
Choice Hotels International, Inc. in Silver Spring, Maryland from October 1986
until March 1997.

FAMILY RELATIONSHIP

There are no family relationships among any of the Directors or executive
officers of The Meditrust Companies.

INFORMATION REGARDING THE BOARD OF DIRECTORS OF MEDITRUST AND ITS COMMITTEES

The Board of Directors of Meditrust met 20 times in 2000. Each Director of
Meditrust attended at least 75% of the meetings of the Board of Directors and
all committees on which he served in 2000.

The Audit Committee, currently consisting of Messrs. Bode, Conn and Cushman,
confers with PricewaterhouseCoopers LLP, independent accountants, regarding the
plans, scope and results of their audits and any recommendations they may have
with respect to internal accounting controls and other matters relating to
accounting procedures and the books and records of Meditrust. In 2000, the Audit
Committee met 4 times.

The Compensation Committee, currently consisting of Messrs. Baker, Bode,
Cushman, Conn and Merrill, reviews the compensation of, and other employment
matters relating to, Meditrust's officers and administrative employees and
grants awards under Meditrust's Share Award Plan. In 2000, the Compensation
Committee met 3 times.

The Executive Committee, currently consisting of Messrs. Baker, Bode,
Byrnes, Cash and Conn, exercises all of the powers of the Board of Directors
between meetings of the Board of Directors, except such powers as are reserved
to the Board of Directors by law. In 2000, the Executive Committee met 12 times.

The Nominating Committee, consisting of Messrs. Baker, Bode, Byrnes, Conn,
Cushman and Merrill makes recommendations to the Board of Directors concerning
the Board's size and composition and suggests prospective candidates for
Director. The Nominating Committee will consider shareholder recommendations for
nominees for Director. Shareholders of Meditrust wishing to make recommendations
should write to the Nominating Committee c/o John F. Schmutz, Senior Vice
President, General Counsel and Secretary, Meditrust Corporation, 909 Hidden
Ridge Drive, Suite 600, Irving, Texas 75038. In 2000, the Nominating Committee
met 1 time.

INFORMATION REGARDING THE BOARD OF DIRECTORS OF OPERATING COMPANY AND ITS
COMMITTEES

The Board of Directors of Operating Company met 20 times in 2000. Each
Director of Operating Company attended at least 75% of the meetings of the Board
of Directors and all committees on which he served in 2000.

The Audit Committee, currently consisting of Messrs. Bode, Conn and Cushman,
confers with PricewaterhouseCoopers LLP, independent accountants, regarding the
plans, scope and results of their audits and any recommendations they may have
with respect to internal accounting controls and other matters relating to
accounting procedures and the books and records of Operating Company. In 2000,
the Audit Committee met 4 times.

The Compensation Committee, currently consisting of Messrs. Baker, Bode,
Cushman, Conn and Merrill, reviews the compensation of, and other employment
matters relating to, Operating Company's officers and administrative employees
and grants awards under Operating Company's Share Award Plan. In 2000, the
Compensation Committee met 3 times.

The Executive Committee, currently consisting of Messrs. Baker, Bode,
Byrnes, Cash and Conn, exercises all of the powers of the Board of Directors
between meetings of the Board of Directors,

except such powers as are reserved to the Board of Directors by law. In 2000,
the Executive Committee met 12 times.

The Nominating Committee, consisting of Messrs. Baker, Bode, Byrnes, Conn,
Cushman and Merrill makes recommendations to the Board of Directors concerning
the Board's size and composition and suggests prospective candidates for
Director. The Nominating Committee will consider shareholder recommendations for
nominees for Director. Shareholders of Operating Company wishing to make
recommendations should write to the Nominating Committee c/o John F. Schmutz,
Senior Vice President, General Counsel and Secretary, Meditrust Operating
Company, 909 Hidden Ridge Drive, Suite 600, Irving, Texas 75038. In 2000, the
Nominating Committee met 1 time.

PROPOSAL 2--APPOINTMENT OF INDEPENDENT AUDITORS

PricewaterhouseCoopers LLP were the independent auditors of The Meditrust
Companies for the fiscal year ended December 31, 2000. The Board of Directors
recommend their selection as independent auditors of The Meditrust Companies for
the fiscal year ending December 31, 2001 at its annual meeting on June 28, 2001.
Representative of PricewaterhouseCoopers LLP will be present at the Meditrust
Meeting and the Operating Company Meeting and will be afforded an opportunity to
make a statement if they desire to do so. Such representatives of
PricewaterhouseCoopers LLP will also be available at that time to respond to
appropriate questions addressed to the officer presiding at the Meditrust
Meeting and the Operating Company Meeting.

THE BOARDS OF DIRECTORS OF THE MEDITRUST COMPANIES UNANIMOUSLY RECOMMEND
THAT YOU VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP AS THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
PROXIES SOLICITED BY THE BOARDS WILL BE VOTED "FOR" THE APPOINTMENT UNLESS
INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.

EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS

EMPLOYMENT ARRANGEMENT WITH CHIEF EXECUTIVE OFFICER AND PRESIDENT
FRANCIS W. CASH. Effective April 17, 2000, Francis W. Cash ("Mr. Cash") entered
into an Employment Agreement with Meditrust. Mr. Cash's Employment Agreement
provides that he will serve as President and Chief Executive Officer of
Meditrust until the third anniversary of the effective date of his Employment
Agreement, at which time the Employment Agreement will renew automatically
thereafter for successive one-year terms unless six (6) months notice of
non-renewal is given by either party to the other. Mr. Cash is eligible to
receive an annual bonus to be determined by the Compensation Committee of an
amount up to 200% of his base compensation.

Upon termination of Mr. Cash's employment due to death or disability of
Mr. Cash, Meditrust shall pay to Mr. Cash (or his beneficiary in the event of
his death) any base salary, bonus or other compensation earned but not paid and
the pro rata amount of the annual base target bonus payable. Additionally,
Meditrust will continue to provide health benefits for at least two years.

Upon termination of Mr. Cash's employment by Meditrust other than for cause
or by Mr. Cash for "Good Reason," Meditrust shall pay Mr. Cash, in addition to
the amounts described in the immediately preceding paragraph, a lump sum payment
equal to two times the sum of Mr. Cash's base salary and base target bonus.
Further, 20% of the original number of Mr. Cash's Performance Shares and Options
covering 20% of the original number of Paired Shares in each Option shall
accelerate and become vested and exercisable. Additionally, Meditrust will
continue to provide health benefits for at least two years.

If a "Change in Control" (as defined in Mr. Cash's Employment Agreement)
occurs and Mr. Cash's employment is terminated within two years of such Change
in Control as a result of an

Executive Termination Event (as defined in Mr. Cash's Employment Agreement),
Mr. Cash shall be entitled to the following severance benefits: (i) an amount
equal to three times the average of his annual base salary (for the three fiscal
years preceding the Change in Control) and three times the average of his cash
bonuses paid (for the two fiscal years preceding the Change in Control);
(ii) an amount equal to Mr. Cash's full base salary through the termination date
and the pro rata amount of the maximum base target bonus available during such
year; and (iii) all unvested equity, including Performance Shares and Options,
shall become fully vested and exercisable. Additionally, Meditrust will purchase
Mr. Cash's house at market value, provide certain outplacement assistance and
will continue to provide health care benefits for the balance of the term.

EMPLOYMENT ARRANGEMENT WITH EXECUTIVE OFFICER MICHAEL F. BUSHEE. Effective
January 1, 1999, Michael F. Bushee ("Mr. Bushee") entered into an Employment
Agreement with Meditrust, which Agreement was subsequently amended in
January 2000 and June 2000 (collectively, the "Employment Agreement").
Mr. Bushee's Employment Agreement provides that he will serve as the Chief
Operating Officer of Meditrust until December 31, 2002 (the "Anticipated
Termination Date") and continue to implement the strategic plan of The Meditrust
Companies. Mr. Bushee's base salary is $425,000 and he is eligible to receive an
annual bonus to be determined by the Compensation Committee of an amount up to
100% of his base compensation, provided, however, that with respect to each such
bonus payment, 80% of each such bonus shall be based on performance criteria and
20% of each such bonus payment shall be discretionary. Upon termination of
employment due to the death or disability of Mr. Bushee, all unexercisable stock
options and non-vested stock-based grants and performance units will immediately
vest and will be exercisable for 90 days. Additionally, Meditrust will provide
health insurance coverage for at least two years.

If Mr. Bushee's employment is terminated by Mr. Bushee for "good reason," or
if Meditrust terminates his employment without "cause," Meditrust will pay
Mr. Bushee a severance payment equal to, at a minimum, two times the sum of his
average base compensation (determined in accordance with the respective
Employment Agreement) and average incentive compensation (determined in
accordance with the respective Employment Agreement) (the "Severance Payment").

If a "Change in Control" (as defined in the Employment Agreement) occurs and
Mr. Bushee's employment is terminated for any reason other than death,
disability or voluntary resignation within two years of such Change in Control,
Meditrust must pay Mr. Bushee a lump sum amount equal to Mr. Bushee's Severance
Payment and all stock options and other stock-based awards and performance units
will become immediately exercisable or non-forfeitable.

EMPLOYMENT ARRANGEMENT WITH EXECUTIVE OFFICER DAVID L. REA. Effective
June 12, 2000, David L. Rea ("Mr. Rea") entered into an Employment Agreement
with Meditrust. Mr. Rea's Employment Agreement provides that he will serve as
Executive Vice President, Chief Financial Officer and Treasurer of Meditrust
until the third anniversary of the effective date of the Employment Agreement,
at which time the Employment Agreement will be renewed automatically thereafter
for successive one-year terms unless six (6) months notice of non-renewal is
given by either party to the other. Mr. Rea is eligible to receive an annual
bonus to be determined by the Compensation Committee of an amount up to 150% of
his base compensation.

Upon termination of Mr. Rea's employment due to death or disability of
Mr. Rea, Meditrust shall pay to Mr. Rea (or his beneficiary in the event of his
death) any base salary, bonus or other compensation earned but not paid and the
pro rata amount of the annual base target bonus payable. Additionally, Meditrust
will continue to provide health benefits for at least two years.

Upon termination of Mr. Rea's employment by Meditrust other than for cause
or by Mr. Rea for "Good Reason," Meditrust shall pay Mr. Rea, in addition to the
amounts described in the immediately preceding paragraph, a lump sum payment
equal to two times the sum of Mr. Rea's base salary and base target bonus.
Further, 20% of the original number of Mr. Rea's Performance Units and Options

covering 20% of the original number of Shares in each Option shall accelerate
and become vested and exercisable. Additionally, Meditrust will continue to
provide health benefits for at least two years.

If a "Change in Control" (as defined in Mr. Rea's Employment Agreement)
occurs and Mr. Rea's employment is terminated within two years of such Change in
Control as a result of an Executive Termination Event (as defined in Mr. Rea's
Employment Agreement), Mr. Rea shall be entitled to the following severance
benefits: (i) an amount equal to three times the average of his annual base
salary (for the three fiscal years preceding the Change in Control) and three
times the average of his cash bonuses paid (for the two fiscal years preceding
the Change in Control); (ii) an amount equal to Mr. Rea's full base salary
through the termination date and the pro rata amount of the maximum base target
bonus available during such year; and (iii) all unvested equity, including
Performance Units and Options, shall become fully vested and exercisable.
Additionally, Meditrust will purchase Mr. Rea's house at market value, provide
certain outplacement assistance and will continue to provide health benefits for
the balance of the term.

EMPLOYMENT ARRANGEMENT WITH EXECUTIVE OFFICER JOHN F. SCHMUTZ. Effective
December 17, 1999, John F. Schmutz ("Mr. Schmutz") received certain letter
agreements from Operating Company providing (i) that he shall become eligible
for a lump sum severance benefit including a payment of $500,000 and
continuation of medical benefits at Company's expense for two years in lieu of
any other compensation except for vested interests in all stock options and
other stock-based awards and performance units which will become immediately
exercisable and non-forfeitable and (ii) the terms and conditions upon which
certain Performance Units (as defined in the letter agreements) shall become
payable.

If a "Change of Control" (as defined in the letter agreements) occurs, if
Mr. Schmutz's employment is terminated for any reason other than for cause, or
in the event of death or disability all Performance Units shall immediately vest
in full with the value of each such Performance Unit determined in accordance
with the terms of the letter agreements.

EMPLOYMENT ARRANGEMENT WITH EXECUTIVE OFFICER STEPHEN T. PARKER. Effective
May 3, 2000, Stephen T. Parker ("Mr. Parker") received certain letter agreements
from Operating Company. Mr. Parker's letter agreements provide that he will
serve as Senior Vice President of Sales & Marketing and his employment may be
terminated with or without cause by either party. Mr. Parker is eligible to
receive an annual bonus with a target of 40% of his base compensation.

If Mr. Parker is terminated without cause, Operating Company will pay
Mr. Parker one year's salary and a prorated bonus for the year of termination of
employment.

If a "Change of Control" (as defined in the respective letter agreement)
occurs, if Mr. Parker's employment is terminated for any reason other than for
cause or in the event of death or disability all Performance Units (as defined
in the respective letter agreement) shall immediately vest in full with the
value of each Unit determined by the respective letter agreement.

EMPLOYMENT ARRANGEMENT WITH EXECUTIVE OFFICER VITO J. STELLATO. Effective
January 4, 1999, Vito J. Stellato ("Mr. Stellato") received certain letter
agreements from Operating Company. Mr. Stellato's letter agreements provide that
he will serve as Senior Vice President of Human Resources and his employment may
be terminated with or without cause by either party. Mr. Stellato is eligible to
receive an annual bonus with a target of 40% of his base compensation.

If Mr. Stellato is terminated without cause, Operating Company will pay
Mr. Stellato two years' salary and a prorated bonus for the year of termination
of employment.

If a "Change of Control" (as defined in the respective letter agreements)
occurs or if Mr. Stellato's employment is terminated for any reason other than
for cause or in the event of death or

disability, all Performance Units (as defined in the respective letter
agreement) shall immediately vest in full with the value of each Unit determined
by the respective letter agreement.

EMPLOYMENT ARRANGEMENT WITH EXECUTIVE OFFICER DEBORA A. PFAFF. Effective
January 1, 1999, Debora A. Pfaff, Vice President of Operations, ("Ms. Pfaff")
entered into a Severance Agreement with Meditrust, as amended by a First
Amendment to Severance Agreement dated January 24, 2000 and as further amended
on June 30, 2000 (collectively, the "Severance Agreement"). The Severance
Agreement provides that Ms. Pfaff shall remain with Meditrust as Vice President
of Operations until December 31, 2002 (the "Anticipated Termination Date") and
continue to implement the strategic plan of The Meditrust Companies.

If Ms. Pfaff's employment is terminated by Ms. Pfaff for "good reason," or
if Meditrust terminates her employment without "cause," Meditrust will pay
Ms. Pfaff a severance payment based upon her base salary and bonus for the three
(3) immediately preceding fiscal years. Ms. Pfaff shall be eligible to be paid a
bonus up to 100% of her base salary on December 31, 2000, December 31, 2001, and
December 31, 2002, provided, however, that with respect to each such bonus
payment, 80% of each such bonus shall be based on performance criteria and 20%
of each such bonus payment shall be discretionary. If Ms. Pfaff is terminated
other than "For Good Cause" or in a "Termination for Good Reason" prior to the
Anticipated Termination Date, Ms. Pfaff shall be paid the maximum bonus payments
that would have been paid on December 31st of each year after such termination.

If a "Change of Control" (as defined in the Severance Agreement) occurs and
Ms. Pfaff's employment is terminated for any reason other than death, disability
or voluntary resignation within nine (9) months following such Change in
Control, Meditrust must pay Ms. Pfaff a lump sum amount equal to MS. Pfaff's
Severance Payment and all stock options and other stock-based awards and
performance units will become immediately exercisable or non-forfeitable.

EMPLOYMENT SEPARATION AGREEMENT WITH FORMER CHIEF EXECUTIVE OFFICER DAVID F.
BENSON. On January 28, 2000, David F. Benson and The Meditrust Companies entered
into a separation agreement terminating the Employment Agreement entered into as
of January 1, 1999, by and between Meditrust and Mr. Benson, (the "Separation
Agreement"). The Separation Agreement governs the separation of Mr. Benson from
The Meditrust Companies and confirms his resignation from the office of Chief
Executive Officer of Meditrust. As part of the Separation Agreement Mr. Benson
received a severance payment of $8,995,000 in cash and 155,000 Shares (which
represented the vesting of previously awarded Performance Units), and, to the
extent he had participated in such plans prior to the separation, the
continuation for a five year period of participation in The Meditrust Companies'
group health and dental plans and in the life and disability insurance plans.
Both Mr. Benson and The Meditrust Companies agreed to release and discharge all
charges, complaints, claims, causes of action, damages and debts that related in
any manner to Mr. Benson's employment with or termination of employment from The
Meditrust Companies. As part of the Separation Agreement Mr. Benson agreed to
provide consulting services to The Meditrust Companies for a ten (10) month
period for which The Meditrust Companies agreed to pay him a fee of $400,000.

EMPLOYMENT SEVERANCE ARRANGEMENT WITH FORMER EXECUTIVE OFFICER B.G.
MOORE. Effective January 4, 1999, B.G. Moore ("Mr. Moore") received certain
letter agreements from Operating Company. Mr. Moore's letter agreements provided
that he would serve as Vice President and Chief Information Officer of La Quinta
Inns, Inc. Mr. Moore ceased to serve in such capacity effective January 2001.
Pursuant to certain letter agreements, Mr. Moore received a severance payment of
two years salary and the full vesting of performance shares previously awarded.

EMPLOYMENT RELEASE AGREEMENT WITH FORMER EXECUTIVE OFFICERS MICHAEL S.
BENJAMIN AND LAURIE T. GERBER. Effective December 19, 2000, Michael S. Benjamin
and Laurie T. Gerber (each an "Executive") entered into Release Agreements
terminating their Employment Agreements entered into as of January 1, 1999, by
and between each Executive and Meditrust. The Release Agreements govern the

separation of each Executive from Meditrust and confirm the resignation of
Mr. Benjamin as Senior Vice President and Secretary and Ms. Gerber as Chief
Financial Officer, effective as of December 29, 2000. Pursuant to their
respective Employment Agreements each Executive received a Severance Payment
under their respective Release Agreement. Mr. Benjamin received a Severance
Payment of $4,745,421 in cash and 90,000 Shares (which represent the vesting of
previously awarded Performance Units). Ms. Gerber received a Severance Payment
of $4,357,835 in cash and 90,000 Shares (which represent the vesting of
previously awarded Performance Units). The Executives each received medical and
dental coverage for three years. Each Executive and Meditrust agreed to release
and discharge all charges, complaints, claims, causes of action, damages and
debts that related in any manner to either Executive's employment with or
termination of employment from Meditrust.

ANNUAL REPORT

The Annual Report of The Meditrust Companies for the fiscal year ended
December 31, 2000, including financial statements, audited and reported on by
PricewaterhouseCoopers LLP, independent accountants, was mailed on April 30,
2001 to each of The Meditrust Companies shareholders of record at the close of
business on April 23, 2001. The Meditrust Companies will distribute Annual
Reports to those additional shareholders of record as of May 23, 2001 who were
not shareholders of record as of April 23, 2001.

The Meditrust Companies will provide, without charge upon the written
request of any shareholder of record, a copy of the 2000 Joint Annual Report on
Form 10-K. Any such requests shall be addressed to: The Meditrust Companies,
909 Hidden Ridge Drive, Suite 600, Irving, Texas 75038, Attention: Investor
Relations.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 4, 1998, Meditrust provided acquisition financing in the amount of
$24,228,723 to an entity in which Mr. Bushee owns a 2.5% equity interest, for
the development of 134 acres of land in Jupiter, Florida. The loan balance on
April 27, 2001 was $10,085,092.

OTHER MATTERS

As of the date of this Joint Proxy Statement, The Meditrust Companies'
Boards of Directors know of no business, matters or proposals which will be
presented for consideration at the respective meetings other than as described
in this Joint Proxy Statement. If any other matters shall properly come before
the Meditrust Meeting or the Operating Company Meeting and be voted upon, the
enclosed proxies will be deemed to confer discretionary authority on the
individuals named as proxies therein to vote the shares represented by such
proxies as to any such matters. The persons named as proxies intend to vote in
accordance with the recommendation of the management of Meditrust or Operating
Company.

PROPOSALS BY SHAREHOLDERS

Any Meditrust or Operating Company shareholder who intends to submit a
proposal, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as
amended, for inclusion in the proxy materials for the 2002 annual meetings of
Meditrust or Operating Company must submit such proposal in writing to the
respective Secretary of Meditrust or Operating Company on or before January 26,
2002 if the proposal is to be considered for inclusion in the Joint Proxy
Statement of Meditrust and Operating Company and the form of the proxy relating
to those meetings. Such proposals must also comply with the requirements as to
form and substance established by the Securities and Exchange Commission if such
proposals are to be included in the proxy statement and form of proxy. In
addition, The Meditrust Companies' By-laws include advance notice and other
requirements regarding the timing and content of

proposals for shareholder action at shareholders' meetings other than those
proposed by the Board of Directors. In order to be timely under the advance
notice provisions of the Meditrust and Operating Company By-laws, all
shareholder proposals intended to be included in the proxy materials for the
2002 Companies' Meetings must be submitted, pursuant to the terms of such
advance notice provisions, not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event the meeting is called for a
date other than the date specified in the By-laws, and less than 75 days prior
public disclosure of such date is given, then notice of the proposal must be
received by the secretary not later than the close of business on the fifteenth
(15th) day following the date on which such public disclosure of the date of the
meeting was made. A copy of the By-laws of either Meditrust or Operating Company
may be obtained by written request addressed to the respective secretary at the
address set forth on the cover page of this proxy statement.

WHERE YOU CAN FIND MORE INFORMATION

The Meditrust Companies file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy reports,
statements, or other information we file at the SEC's public reference room in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at http://www.sec.gov.

The Meditrust Companies' SEC filings are also available through out website
at http://www.reit.com or by contacting our Investor Relations Departments at
the address and phone numbers listed below:

Meditrust Corporation Meditrust Operating Company
909 Hidden Ridge Drive 909 Hidden Ridge Drive
Suite 600 Suite 600
Irving, Texas 75038 Irving, Texas 75038
Attn: Investor Relations Attn.: Investor Relations
(214) 492-6600 (214) 492-6600

If you would like to request documents from us, please do so by June 21,
2001 to receive them before the Meditrust Meeting or Operating Company Meeting.
You should rely only on the information contained in this Joint Proxy Statement
to vote on The Meditrust Companies' proposals. We have not authorized anyone to
provide you with information that is different for what is contained in this
Joint Proxy Statement. This Joint Proxy Statement is dated May 25, 2001. You
should not assume that the information contained in this Joint Proxy Statement
is accurate as of any date other than such date, and the mailing of this Joint
Proxy Statement to stockholders shall not create any implication to the
contrary.

APPENDIX A

MEDITRUST CORPORATION

Audit Committee Charter

I. GENERAL STATEMENT OF PURPOSE

The Audit Committee of the Board of Directors (the "Audit Committee") of
Meditrust Corporation (the "Company") assists the Board of Directors (the
"Board") in general oversight and monitoring of management's and the independent
auditor's participation in the Company's financial reporting process and of the
Company's procedures for compliance with legal and regulatory requirements. The
primary objective of the Audit Committee in fulfilling these responsibilities is
to promote and preserve the integrity of the Company's financial statements and
the independence and performance of the Company's external independent auditor.

II. AUDIT COMMITTEE COMPOSITION

The Audit Committee shall consist of at least three independent members who
shall be appointed annually by the Board and shall satisfy the qualification
requirements set forth in Sections 303.01 and 303.02 of the New York Stock
Exchange Listed Company Manual. The Board shall designate one member of the
Audit Committee to be Chairman of the committee.

III. MEETINGS

The Audit Committee generally is to meet four times per year in person or by
telephone conference call, with any additional meetings as deemed necessary by
the Audit Committee.

IV. AUDIT COMMITTEE ACTIVITIES

The principal activities of the Audit Committee will generally include the
following:

A. REVIEW OF CHARTER

- Review and reassess the adequacy of this Charter annually and submit it
to the Board for approval.

B. AUDITED FINANCIAL STATEMENTS AND ANNUAL AUDIT

- Review the overall audit plan (both external and internal) with the
independent auditor and the members of management who are responsible for
maintaining the Company's accounts and preparing the Company's financial
statements, including the Company's Chief Financial Officer and/or
principal accounting officer or principal financial officer (the Chief
Financial Officer and such other officer or officers are referred to
herein collectively as the "Senior Accounting Executive").

- Review and discuss with management (including the Company's Senior
Accounting Executive) and with the independent auditor:

(i) the Company's annual audited financial statements, including any
significant financial reporting issues which have arisen in
connection with the preparation of such audited financial statements;

(ii) the adequacy of the Company's internal financial reporting controls
that could significantly affect the integrity of the Company's
financial statements;

(iii) major changes in and other questions regarding accounting and
auditing principles and procedures; and

(iv) the effectiveness of the Company's internal audit process (including
evaluations of its Senior Accounting Executive and any other relevant
personnel).

- Review and discuss with the independent auditor (outside of the presence
of management) how the independent auditor plans to handle its
responsibilities under the Private Securities Litigation Reform Act of
1995, and receive assurance from the auditor that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been implicated.

- Review and discuss with the independent auditor (outside of the presence
of management) any problems or difficulties that the auditor may have
encountered with management or others and any management letter provided
by the auditor and the Company's response to that letter. This review
shall include considering:

(i) any difficulties encountered by the auditor in the course of
performing its audit work, including any restrictions on the scope of
its activities or its access to information; and

(ii) any changes required by the auditor in the scope or performance of
the Company's audit.

- Review and discuss major changes to the Company's auditing and accounting
principles and practices as may be suggested by the independent auditor
or management.

- Discuss with the independent auditor such issues as may be brought to the
Audit Committee's attention by the independent auditor pursuant to
Statement on Auditing Standards No. 61 ("SAS 61").

- Based on the Audit Committee's review and discussions (1) with management
of the audited financial statements, (2) with the independent auditor of
the matters required to be discussed by SAS 61, and (3) with the
independent auditor's concerning the independent auditor's independence,
make a recommendation to the Board as to whether the Company's audited
financial statements should be included in the Company's Joint Annual
Report on Form 10-K.

- Request that the independent auditor provide the Audit Committee with the
written disclosures and the letter required by Independence Standards
Board Standard No. 1, and review and discuss with the independent auditor
the independent auditor's independence.

- Prepare the Audit Committee report required by Item 306 of Schedule 14A
of the Securities Exchange Act of 1934 (or any successor provision) to be
included in the Company's annual proxy statement.

C. UNAUDITED QUARTERLY FINANCIAL STATEMENTS

- Review and discuss with management and the independent auditor the
Company's quarterly financial statements. Such review shall include
discussions by the Chairman of the Audit Committee or the Audit Committee
with the independent auditor of such issues as may be brought to the
Chairman's or Audit Committee's attention by the independent auditor
pursuant to Statement on Auditing Standards No. 71.

D. MATTERS RELATING TO SELECTION, PERFORMANCE AND INDEPENDENCE OF
INDEPENDENT AUDITOR

- Recommend to the Board the appointment of the independent auditor.

- Instruct the independent auditor that the independent auditor's ultimate
accountability is to the Board and the Audit Committee.

- Evaluate on an annual basis the performance of the independent auditor
and, if necessary in the judgment of the Audit Committee, recommend that
the Board replace the independent auditor.

- Recommend to the Board on an annual basis the fees to be paid to the
independent auditor.

- Require that the independent auditor provide the Audit Committee with
periodic reports regarding the auditor's independence, which reports
shall include but not be limited to a formal written statement setting
forth all relationships between the independent auditor and the Company
or any of its officers or directors. The Audit Committee shall discuss
such reports with the independent auditor, and if necessary in the
judgment of the Audit Committee, the committee shall recommend that the
Board take appropriate action to ensure the independence of the auditor
or replace the auditor.

E. MATTERS RELATING TO THE INDEPENDENCE OF THE AUDIT COMMITTEE

- Periodically review the independence of each member of the Audit
Committee and promptly bring to the attention of management and the Board
any relationships or other matters that may in any way compromise or
adversely affect the independence of any member of the Audit Committee or
any member's ability to assist the Audit Committee in fulfilling its
responsibilities under this Charter, including any such relationship or
other matter that may have caused or may in the future cause the Company
to fail to comply with the requirements set forth in Sections 303.01 and
303.02 of the New York Stock Exchange Listed Company Manual.

F. GENERAL

- The Audit Committee may be requested by the Board to review or
investigate on behalf of the Board activities of the Company or of its
employees, including compliance with laws, regulations or Company
policies.

- Perform such other oversight functions as may be requested by the Board.

- In performing its responsibilities, the Audit Committee shall be entitled
to rely upon advice and information that it receives in its discussions
and communications with management and the independent auditor. The Audit
Committee shall have the authority to retain special legal, accounting or
other professionals to render advice to the committee. The Audit
Committee shall have the authority to request that any officer or
employee of the Company, the Company's outside legal counsel, the
Company's independent auditor or any other professional retained by the
Company to render advice to the Company, attend a meeting of the Audit
Committee or meet with any members of or advisors to the Audit Committee.

Notwithstanding the responsibilities and powers of the Audit Committee set forth
in this Charter, the Audit Committee does not have the responsibility of
planning or conducting audits of the Company's financial statements or
determining whether or not the Company's financial statements are complete,
accurate and in accordance with generally accepted accounting principles. Such
responsibilities are the duty of management and, to the extent of the
independent auditor's audit responsibilities, the independent auditor. It also
is not the duty of the Audit Committee to resolve disagreements, if any, between
management and the independent auditor or to ensure compliance with laws,
regulations or Company policies.

APPENDIX B

MEDITRUST OPERATING COMPANY

Audit Committee Charter

I. GENERAL STATEMENT OF PURPOSE

The Audit Committee of the Board of Directors (the "Audit Committee") of
Meditrust Operating Company (the "Company") assists the Board of Directors (the
"Board") in general oversight and monitoring of management's and the independent
auditor's participation in the Company's financial reporting process and of the
Company's procedures for compliance with legal and regulatory requirements. The
primary objective of the Audit Committee in fulfilling these responsibilities is
to promote and preserve the integrity of the Company's financial statements and
the independence and performance of the Company's external independent auditor.