Securities Purchase Agreement




 Exhibit 10.41 
 Securities Purchase Agreement 
 HealthSouth Corporation 
 One HealthSouth Parkway 
 Birmingham, Alabama 35243 
 Ladies and Gentlemen: 
 Each of the undersigned (each, an “Investor” and together, the “Investors”) hereby confirms its agreement with you as follows: 
 1. This Securities Purchase Agreement (the “Agreement”) is made as of February 28, 2006, between HealthSouth
Corporation, a Delaware corporation (the “Company”), and the Investors listed on the signature pages hereto. 
 2. The Company has authorized the sale and issuance to the Investors (the “Offering”) of shares of its Convertible Perpetual Preferred Stock, par value $0.10 per share (the “Securities”), which are
convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and shall have the rights, powers and preferences set forth in the Certificate of Designations (the “Certificate of
Designations”) of Convertible Perpetual Preferred Stock, a copy of which is attached hereto as Exhibit A. The Securities are being offered to qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to a private placement exemption from registration under the Securities Act. 
 3. The Company and the Investors agree that each Investor will purchase from the Company and the Company will issue and sell to such
Investor up to the aggregate number of Securities set forth below on such Investor’s signature page for the aggregate purchase price of $1,000 per share; provided that if the Company sells and the Investor buys an amount of Securities less than
the aggregate number of Securities set forth below on such Investor’s signature page, the total aggregate purchase price of such Securities will be reduced proportionately. The Securities shall be purchased pursuant to the Terms and Conditions
for Purchase of Securities attached hereto as Annex I and incorporated herein by reference as if fully set forth herein. The Securities purchased by the Investors will be delivered by electronic book-entry through the facilities of The Depository
Trust Company (“DTC”), to an account specified by each Investor on its signature page and will be released by Mellon Investor Services (the “Escrow Agent”) to such Investor at the Closing (as defined in
Section 3 of Annex I hereto). 








 Maximum Number of Securities: $30,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: Advent Capital Management
		
	By:	 	/s/ ROBERT WHITE
	Print Name: Robert White
	Title:  Chief Financial Officer
	Address: 1065 Avenue of the Americas, 31st
Floor
	New York, NY 10018
	Tax ID No.:  13-4168510
	Contact Name: Robert White
	Telephone:  212-479-0675
	Back office contact:  Desmond Singh
	212-479-0636
	  

 Number of Securities Allocated to Investor: 20,000 
 Aggregate Purchase Price: $20,000,000 
 AGREED AND ACCEPTED: 
  

					
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name:	 	John Workman
		 	Title:	 	Executive Vice President and
		 		 	 Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: AM Investment Partners, LLC
		
	By:	 	/s/ MARK FRIEDMAN
	Print Name:  Mark Friedman
	Title:  Principal
	Address:  350 Park Avenue, 4th
Floor
	New York, NY 10022
	Tax ID No.:  74-3006802
	Contact Name:  Mark Friedman
	Telephone:  212-508-8909
	Back office contact:  Craig Cohen
	212-508-8908
	  

 Number of Securities Allocated to Investor: 7,000 
 Aggregate Purchase Price: $7,000,000 
 AGREED AND ACCEPTED: 
  

					
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name:	 	John Workman
		 	Title:	 	Executive Vice President and
		 		 	 Chief Financial Officer










 Maximum Number of Securities: 50,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: Amaranth LLC, By Amaranth Advisors, LLC, its Trading Advisor
		
	By:	 	/s/ KARL J. WACHTER
	Print Name:  Karl J. Wachter
	Title:  Authorized Signatory
	Address:  c/o Dundee Leeds Management Services (Cayman) Ltd.
	 Waterfront Centre 28 N. Church Street, Georgetown, Grand Cayman
 Cayman Islands, B.W.I.

	Address for legal notices: c/o Amaranth Advisors LLC
	One America Lane, Greenwich, CT 06831, Attn:  General Counsel
	Tax ID No.:  98-0385841
	Contact Name: General Counsel
	Telephone:  203-422-3340
	 Back office contact:  Sean Foronjy
 203-422-3315

	  

 Number of Securities Allocated to Investor: 20,000 
 Aggregate Purchase Price: $20,000,000 
 AGREED AND ACCEPTED: 
  

					
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name:	 	John Workman
		 	Title:	 	Executive Vice President and
		 		 	 Chief Financial Officer










 Maximum Number of Securities: 30,000 shares/$30,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: AG Offshore Convertibles, Ltd.,

		
	By:	 	Angelo Gordon & Co., L.P. Its: Investment Manager
		
	By:	 	/s/ JOHN M. ANGELO
	Print Name:  John M. Angelo
	Title:  Chief Executive Officer
	Address:  245 Park Avenue, 26th
Floor
	New York, NY 10169
	Tax ID No.:  N/A
	Contact Name:  Gary I. Wolf
	Telephone:  212-692-2058
	Back office contact:  George Fink
	  
	  

 Number of Securities Allocated to Investor: 3,000 
 Aggregate Purchase Price: $3,000,000 
 AGREED AND ACCEPTED: 
  

					
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name:	 	John Workman
		 	Title:	 	Executive Vice President and
		 		 	 Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: CNH CA Master Account, L.P. 

			
		
	 By:
	 	 /s/ BRADLEY ASNESS

	 Print Name: Bradley Asness

	 Title: Secretary, Principal

	 Address: Two Greenwich Plaza

	 Greenwich, CT 06830

	 Tax ID No.: 42-1571441

	 Contact Name: Gildo Niutta

	 Telephone: 203-742-3686

	 Back office contact:
                                        
            

	  
	  

 Number of Securities Allocated to Investor: 12,000 
 Aggregate Purchase Price: $12,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	Name: John Workman
		 	 Title:  Executive Vice President and
            Chief Financial Officer










 Maximum Number of Securities: 30,000 shares/$30,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Argent Funds Group LLC 

			
		
	 By:
	 	 /s/ BOBBY RICHARDSON

	 Print Name: Bobby Richardson

	 Title: Managing Director

	 Address: 55 Vilcom Circle

	 Chapel Hill, NC 27514

	 Tax ID No.: 06-1584984

	 Contact Name: Rich Godfrey

	 Telephone: 919-869-8669

	 Back office contact: Rich Godfrey

	  
	  

 Number of Securities Allocated to Investor: 9,000 
 Aggregate Purchase Price: $9,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	Name: John Workman
		 	 Title:  Executive Vice President and
            Chief Financial Officer










 Maximum Number of Securities: $30,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Aristeia International Limited/Aristeia Partners LP 

			
		
	 By:
	 	 /s/ ANTHONY FRASCELLA

	Print Name: Anthony Frascella
	Title: Principal
	Address: 136 Madison Avenue, 3rd
Floor
	New York, NY 10016
	Tax ID No.: 13-3953126
	Contact Name: Michael Meraldo
	Telephone: 212-842-8888
	Back office contact: David Courtemnache
	212-842-8881
	  

 Number of Securities Allocated to Investor: 10,000 
 Aggregate Purchase Price: $10,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	Name: John Workman
		 	 Title:  Executive Vice President and
            Chief Financial Officer










 Maximum Number of Securities: 30,000 shares, $30,000,000 principal amount 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: BASSO Capital Management, LP on behalf of 3-4 Basso Funds to be determined 

			
		
	 By:
	 	 /s/ JOHN LEPORE

	 Print Name: John Lepore

	 Title: Authorized Signatory

	 Address: 1266 East Main St.

	 Stamford, CT 06902

	 Tax ID No.:
                            

	 Contact Name: Marc Seidenberg/John Lepore

	 Telephone: 203-352-6154

	 Back office contact: Joe Schultz

	 203-352-6157

	  

 Number of Securities Allocated to Investor: 7,500 
 Aggregate Purchase Price: $7,500,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000,000 face 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Camden Asset Management 

			
		
	 By:
	 	 /s/ ALEXANDER A. LACH

	Print Name: Alexander A. Lach
	Title: Partner
	Address: 2049 Century Park East, Suite #330
	Century City, CA 90067
	Tax ID No.: 95-4319164
	Contact Name: Alex Lach
	Telephone: 310-785-1630
	Back office contact: Anthony Reyes
	310-785-9755
	  

 Number of Securities Allocated to Investor: 9,000 
 Aggregate Purchase Price: $9,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 7,500 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: CQS Convertible and Quantitative Strategies Master Fund Limited 

			
		
	 By:
	 	 /s/ MICHAEL HINTZ

	 Print Name: Michael Hintz

	 Title: Director

	 Address: PO Box 309GT, Ugland House, Souith Church Street

	 Georgetown, Grand Cayman, Cayman Islands

	 Tax ID No.:
                                        
        

	 Contact Name: Paul Casey

	 Telephone: 44-207 201 6973

	 Back office contact: Tim Dalgamo

	 44-207-201-6880

	  

 Number of Securities Allocated to Investor: 5,000 
 Aggregate Purchase Price: $5,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Credit Suisse 

			
		
	 By:
	 	/s/ ONU ODIM
	Print Name: Onu Odim
	Title: Managing Director
	Address: 11 Madison Avenue, 7th
Floor
	New York, NY 10010
	Tax ID No.: N/A
	Contact Name: Onu Odim
	Telephone: 212-325-3622
	Back office contact: Ross Jorsky
	212-325-3188

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
             Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: D.E. Shaw Valence Portfolios, L.L.C 

			
		
	 By:
	 	 D.E. Shaw & Co. L.P., as managing member

		
	 By:
	 	/s/ JOE PRIOR
	Print Name: Joe Prior
	Title: Authorized Signatory
	Address: 120 W. 45th St. 39th Floor
	New York, NY 10036
	Tax ID No.: 13-4046559
	Contact Name: Joe Prior
	Telephone: 212-478-0000
	Back office contact: Kara Loe
	212-478-0000
	  

 Number of Securities Allocated to Investor: 18,000 
 Aggregate Purchase Price: $18,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Deerfield Management Company, L.P. 

			
		
	 By:
	 	/s/ DARREN LEVINE
	Print Name: Darren Levine
	Title: Chief Financial Officer
	Address: 780 3rd Avenue, 37th Floor
	New York, NY 10017
	Tax ID No.: 13-3738772
	Contact Name: Darren Levine
	Telephone: 212-551-1600
	Back office contact: Darren Levine
	  
	  

 Number of Securities Allocated to Investor: 9,000 
 Aggregate Purchase Price: $9,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: $20,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: DRW Securities, LLC 

			
		
	 By:
	 	/s/ DONALD WILSON, JR.
	Print Name: Donald Wilson, Jr.
	Title: Manager
	Address: 10 S. Riverside Plaza, 21st
Floor
	Chicago, IL 60606
	Tax ID No.: 36-4202848
	Contact Name: Ilan Huberman
	Telephone: 312-542-1110
	Back office contact: Jim Lange
	312-541-1011
	  

 Number of Securities Allocated to Investor: 5,000 
 Aggregate Purchase Price: $5,000,000 
  

			
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: Empyrean Capital Partners, LP
		
	By:	 	/s/ ANTHONY THIMES
	Print Name: Anthony Thimes
	Title: Chief Financial Officer
	Address: 10250 Constellation Blvd, Suite 2950
	Los Angeles, CA 92660
	Tax ID No.:                     
	Contact Name: Tony Hynes
	Telephone: 310-843-3060
	Back office contact:
                                        
            
	  
	  

 Number of Securities Allocated to Investor: 5,000 
 Aggregate Purchase Price: $5,000,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

	
		
	By:	 	/s/ JOHN WORKMAN
		 	 Name: John Workman
 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: Forest Investment Management
		
	By:	 	/s/ JOHN McDONALD
	Print Name: John McDonald
	Title: Partner
	Address: 53 Forest Avenune
	Old Greenwich, CT 06870
	Tax ID No.: 06-1354491
	Contact Name: Jingyan Wang
	Telephone: 203-637-7773
	Back office contact: Larry Diamond
	203-637-6020
	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: $30,000,000 of securities 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: GLG Partners LP
		
	By:	 	/s/ STEVE ROTH
	Print Name: Steve Roth
	Title: Portfolio Manager
	Address: 2 Curzon Street
	London W1J5HB, UK
	Tax ID No.: N/A
	Contact Name: Allistair Ling
	Telephone: 44 2070167057
	Back office contact: Antonio Dos
	44 2070167302
	  

 Number of Securities Allocated to Investor: 9,000 
 Aggregate Purchase Price: $9,000,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: President and Fellows of Harvard College 

			
		
	By:	 	/s/ CRAIG SZEMAN
	Print Name: Craig Szeman
	Title: Vice President
	Address: 600 Atlantic Avenue
	Boston, MA 02210-2203
	Tax ID No.: 042103580
	Contact Name:
                                        
    
	Telephone:
                                        
            
	Back office contact: Sharon Legge
	617-720-6713
	  

 Number of Securities Allocated to Investor: 5,000 
 Aggregate Purchase Price: $5,000,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000 ($30,000,000) 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: HBK Master Fund L.P. 

			
	By: HBK Investments L.P.
		
	By:	 	/s/ J. BAKER GENTRY, JR.
	Print Name: J. Baker Gentry, Jr.
	Title: Authorized Signatory
	 Address: c/o Ugland House, South Church Street
 P.O. Box 309, Georgetown, Grand Cayman, Cayman Islands
 Notice Address: c/o HBK Investments, LP, 300 Crescent Court
 Suite 700, Dallas Texas 75201
 Tax ID No.: 98-0215929
 Contact Name: Legal Department
 Telephone: 214-758-6107
 Back office contact: Sterling Abbott
 214-758-6421

	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Highbridge International LLC 
  

			
	By: Highbridge Capital Management LLC
		
	By:	 	/s/ RICHARD POTAPCHUK
	Print Name: Richard Potapchuk
	Title: Managing Director
	Address: 9 West 57th Street, 27th Floor
	New York, NY 10019
	Tax ID No.: N/A
	Contact Name:
                                        
                
	Telephone: 212-287-4910
	Back office contact: Chris Edele
	  
	  

 Number of Securities Allocated to Investor: 18,000 
 Aggregate Purchase Price: $18,000,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 3,965 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: Highfields Capital I LP
		
	By:	 	/s/ JENNIFER L. STIER
	Print Name: Jennifer L. Stier
	Title: Chief Operating Officer
	Address: John Hancock Tower, 200 Clarendon St. 51st Floor
	Boston, MA 02116
	Tax ID No.: 04-3419486
	Contact Name: Joseph Mazzellan
	Telephone: 617-850-7500
	Back office contact: Brian Quinn
	617-850-7564
	  

 Number of Securities Allocated to Investor: 1,586 
 Aggregate Purchase Price: $1,586,000 
  

			
	 AGREED AND ACCEPTED:

	
	 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 9,585 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: Highfields Capital II LP
		
	By:	 	 /s/ JENNIFER L. STIER

	Print Name: Jennifer L. Stier
	Title: Chief Operating Officer
	Address: John Hancock Tower, 200 Clarendon St. 51st Floor
	Boston, MA 02116
	Tax ID No.: 04-3419488
	Contact Name: Joseph Mazzellan
	Telephone: 617-850-7500
	Back office contact: Brian Quinn
	617-850-7564
	  

 Number of Securities Allocated to Investor: 3,834 
 Aggregate Purchase Price: $3,834,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 36,450 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: Highfields Capital Ltd.
		
	By:	 	/s/ JENNIFER L. STIER
	Print Name: Jennifer L. Stier
	Title: Chief Operating Officer
	Address: c/o Goldman Sachs (Cayman) Trust Ltd., Harbour Centre, 2nd Floor
	P.O. Box 896, Georgetown, Grand Cayman, Cayman Islands, B.W.I.
	Tax ID No.: N/A
	Contact Name:
                                        
                
	Telephone: 345-914-8011
	Back office contact:

 Number of Securities Allocated to Investor: 14,580 
 Aggregate Purchase Price: $14,580,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: JD Capital Management
		
	By:	 	/s/ ANDREW BARNARD
	Print Name: Andrew Barnard
	Title: Portfolio Manager
	 Address: 2 Greenwich Plaza 2nd Floor
 Greenwich, CT 06830
 Tax ID No.:
                                        
                
 Contact Name: Don McCarthy, CFO
 Telephone: 203-485-8820
 Back office contact: Michael Owens
 203-485-8823

	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: JMG Capital Partners LP

		
	 By:
	 	 /s/ JONATHAN GLASS

	 Print Name: Jonathan Glass

	 Title: Manager of the GP

	 Address: 11601 Wilshire Blvd., Suite 2180

	 Los Angeles, CA 90025

	 Tax ID No.: 68-0271606

	 Contact Name: Noelle Newton

	 Telephone: 310-601-2825

	 Back office contact:
                                        
            

	  
	  

 Number of Securities Allocated to Investor: 8,500 
 Aggregate Purchase Price: $8,500,000 
  

			
	 AGREED AND ACCEPTED:

	
	 HealthSouth Corporation,

	 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000 ($30 million notional) 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Kamunting Street Master Fund, Ltd. 

			
		
	 By:
	 	 /s/ GREGOR DANNALHER

	 Print Name: Gregor Dannalher

	 Title: Senior Analyst

	 Address: 140 East 45th Street, 15th Floor

	 New York, NY 10017

	 Tax ID No.: 98-0427034

	 Contact Name: Christopher Falsetta

	 Telephone: 212-490-4343

	 Back office contact: Jason Abrams

	 212-490-4355

	  

 Number of Securities Allocated to Investor: 10,000 
 Aggregate Purchase Price: $10,000,000 
  

			
	 AGREED AND ACCEPTED:

	
	HealthSouth Corporation,
	a Delaware corporation
		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: KBC Financial Products Cayman Islands Ltd. 

			
		
	 By:
	 	 /s/ JASON CUEVAS

	 Print Name: Jason Cuevas

	 Title: Managing Director

	 Address: 140 East 45th Street, 42nd Floor

	 New York, NY 10017

	 Tax ID No.: 061556254

	 Contact Name: Ann Difilppo

	 Telephone: 212-845-2833

	 Back office contact: Ben Locascio

	 212-845-2916

	  

 Number of Securities Allocated to Investor: 12,000 
 Aggregate Purchase Price: $12,000,000 
  

			
	 AGREED AND ACCEPTED:

	
	HealthSouth Corporation,
	a Delaware corporation
		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: LibertyView Funds, L.P.

		
	 By:
	 	 /s/ STEVEN S. ROGERS

	 Print Name: Steven S. Rogers

	 Title: Authorized Signatory

	Address: LibertyView Capital Management, Attn: Spencer Kornreich
	 111 River Street – Suite 1000, Hoboken, NJ 07030

	 Tax ID No.:
                                        
                

	 Contact Name: Spencer Kornreich

	 Telephone: 201-595-2992

	 Back office contact: Robert Olsen

	 201-216-8606

	  

 Number of Securities Allocated to Investor: 5,000 
 Aggregate Purchase Price: $5,000,000 
  

			
	 AGREED AND ACCEPTED:

	
	HealthSouth Corporation,
	a Delaware corporation
		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000 shares 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: Linden Capital L.P.

		
	 By:
	 	 /s/ CRAIG JARVIS

	 Print Name: Craig Jarvis

	 Title: Authorized Signatory

	 Address: 18 Church Street, Skando House

	 Hamilton, HM11, Bermuda

	 Tax ID No.: 98-0430338

	 Contact Name: Craig Jarvis

	 Telephone: 646-840-3510 or 3500

	 Back office contact: Peter Greenberg

	 646-840-3539

	  

 Number of Securities Allocated to Investor: 8,500 
 Aggregate Purchase Price: $8,500,000 
  

			
	 AGREED AND ACCEPTED:

	
	HealthSouth Corporation,
	a Delaware corporation
		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 20,000 shares ($20 million of notional) 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: Marathon Global Convertible Master Fund, Ltd.

		
	By:	 	/s/ CHRISTOPHE THOMAS
	Print Name: Christophe Thomas
	Title: Managing Director
	Address: 461 Fifth Avenue, 10th
Floor
	New York, NY 10017
	Tax ID No.: N/A
	Contact Name: Christophe Thomas
	Telephone: 212-381-4421
	Back office contact: David Hazan
	212-381-4487
	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	 AGREED AND ACCEPTED:

	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 15,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: OZ Master Fund, Ltd.

		
	By:	 	/s/ JOEL FRANK
	Print Name: Joel Frank
	Title: Chief Financial Officer
	Address: 9 West 57th St., 39th Floor
	New York, NY 10019
	Tax ID No.: 13-3982250
	Contact Name: Joel M. Frank
	Telephone: 212-790-0160
	Back office contact: Sean Rhatigan
	212-790-0166
	  

 Number of Securities Allocated to Investor: 10,000 
 Aggregate Purchase Price: $10,000,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000 shares 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Parabolic Parners Cap. Mgt LLC, as investment advisor of Parabolic Partners Master Fund, Ltd. 

			
		
	By:	 	/s/ A. PAUL BOWYER
	Print Name: A. Paul Bowyer
	Title: Managing Member
	Address: 396 Springfield Ave.
	Summet, NJ 07901
	Tax ID No.: 98-0462853
	Contact Name: Paul Bowyer
	Telephone: 908-918-0118
	Back office contact: Sophie Chen
	908-918-0118
	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 30,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Polygon Global Opportunities Master Fund 

			
		
	By:	 	Polygon Investment Partners LP
		
	By:	 	/s/ WILLIAM W. HOBAN
	Print Name: William W. Hoban
	Title: Portfolio Manager
	Address: 598 Madison Ave. 14th
Floor
	New York, NY 10022
	Tax ID No.: 98-0397839
	Contact Name: William W. Hoban
	Telephone: 212-359-7487
	Back office contact: James Piachard
	212-359-7336
	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Ramius Capital Group for Ramius Master Fund LTD (tax ID: 98-0395643) And RCG Latitude Master Fund LTD (tax ID: 98-0223347) 

			
		
	By:	 	/s/ MORGAN STARK
	Print Name: Morgan Stark
	Title: Managing Partner
	Address: 616 Third Avenue, 26th
Floor
	New York, NY 10017
	Tax ID
No.:                                       
         
	Contact Name: Robert Ryon
	Telephone: 212-845-7924
	Back office contact: James Wilk
	  
	  

 Number of Securities Allocated to Investor: 5,000 
 Aggregate Purchase Price: $5,000,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Radcliffe SPC Ltd. For and on behalf of the Class A Convertible Crossover Segregated Portfolio, 
 By:
RG Capital Management, L.P., By: RGC Management Company LLC 

			
		
	By:	 	 /s/ GERALD STAHLECKER

	 Print Name: Gerald F. Stahlecker

	 Title: Managing Director

	 Address: 3 Bala Plaza East, Suite 501

	 Bala Cynwyd, PA 19004-3481

	 Tax ID No.: 98-0381209

	 Contact Name: Gerald F. Stahlecker

	 Telephone: 610-617-5900

	 Back office contact: Mike Campbell

	 610-617-5900

	  

 Number of Securities Allocated to Investor: 15,000 
 Aggregate Purchase Price: $15,000,000 
 AGREED AND ACCEPTED: 
  

			
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and

		 	          Chief Financial Officer









 Maximum Number of Securities: 30,000 shares [purchase price = $30 million] 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Funds Managed by Rumson Capital LLC 

			
		
	By:	 	 /s/ JOHN BURKE

	 Print Name: John Burke

	 Title: Managing Partner


 Address: The Galleria, Bldg. Three, 2 Bridge Ave. 
 Red Bank, NJ 07701 
 Tax ID No.: XAVEX: 300245670, ZURICH: 13-4147177, NAVESINK: 98-0346624, ALPHA: 13-4129748, MSS:

 (Cayman Islands) 
 Contact
Name: Bill Brennan 
 Telephone: 732-450-7410 
 Back office contact: Mitch Gordon 
 732-450-7408 
 _____________________________________________ 
 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase
Price: $6,500,000 
 AGREED AND ACCEPTED: 
  

			
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and

		 	          Chief Financial Officer









 Maximum Number of Securities: 30,000 ($30,000,000) 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Sandelman Partners 

			
		
	By:	 	 /s/ MICHAEL J. PASCULTI

	 Print Name: Michael J. Pasculti

	 Title: Partner

	 Address: 500 Park Avenue

	 New York, NY 10022

	 Tax ID No.: 980456839

	 Contact Name: Chris Zabark

	 Telephone: 212-299-7604

	 Back office contact: Eric Roppa

	 212-299-7607

	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
 AGREED AND ACCEPTED: 
  

			
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and

		 	          Chief Financial Officer









 Maximum Number of Securities: 50,000 shares ($50,000,000 liquidation preference) 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Satellite Credit Opportunities Fund, Ltd. 

			
	
	By: Satellite Management, L.P., its Investment Manager
		
	By:	 	 /s/ SIMON RAYKHER

	 Print Name: Simon Raykher

	 Title: General Counsel

	 Address: 623 Fifth Avenue, 19th floor

	 New York, NY 10022

	 Tax ID No.: N/A

	 Contact Name: Gene Gaeta

	 Telephone: 212-209-2045

	 Back office contact: Heather Campbell

	 212-209-2018

	  

 Number of Securities Allocated to Investor: 2,500 
 Aggregate Purchase Price: $2,500,000 
 AGREED AND ACCEPTED: 
  

			
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and

		 	          Chief Financial Officer









 Maximum Number of Securities: 50,000 shares ($50,000,000 liquidation preference) 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Satellite Convertible Arbitrage Master Fund LLC 

			
	
	By: Satellite Management, L.P., its Investment Manager
		
	By:	 	 /s/ SIMON RAYKHER

	 Print Name: Simon Raykher

	 Title: General Counsel

	 Address: 623 Fifth Avenue, 19th floor

	 New York, NY 10022

	 Tax ID No.: 98-0399374

	 Contact Name: Ramin Mozaffarian

	 Telephone: 212-209-2093

	 Back office contact: Heather Campbell

	 212-209-2018

	  

 Number of Securities Allocated to Investor: 2,500 
 Aggregate Purchase Price: $2,500,000 
 AGREED AND ACCEPTED: 
  

			
	 HealthSouth Corporation,
 a Delaware corporation

		
	By:	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and

		 	          Chief Financial Officer









 Maximum Number of Securities: 24,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Shephred Investments International, Ltd. 

			
		
	 By:
	 	 /s/ MICHAEL A. ROTH

	 Print Name: Michael A. Roth

	 Title: Managing Member of its Investment Manager

	 Address: c/o Stark Offshore Management LLC

	 3600 South Lake Drive, St. Francis, WI 53235

	 Tax ID No.: 30-0044149

	 Contact Name: Robert Prellwitz

	 Telephone: 414-294-7000

	 Back office contact: James Rittenhouse

	 414-294-7000

	  

 Number of Securities Allocated to Investor: 8,000 
 Aggregate Purchase Price: $8,000,000 
  

					
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 6,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: Stark Trading

		
	 By:
	 	 /s/ MICHAEL A. ROTH

	 Print Name: Michael A. Roth

	Title: Managing Member of its Managing General Partner
	 Address: 3600 South Lake Drive

	 St. Francis, WI 53235

	 Tax ID No.: 98-0148910

	 Contact Name: Robert Prellwitz

	 Telephone: 414-294-7000

	 Back office contact: James Rittenhouse

	 414-294-7000

	  

 Number of Securities Allocated to Investor: 2,000 
 Aggregate Purchase Price: $2,000,000 
  

					
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: $20,000,000.00 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: Susquehanna Capital Group

		
	 By:
	 	 /s/ JACK GREENBERG

	Print Name: Jack Greenberg
	Title: Managing Director
	Address: 401 City Ave.
	Bala Cynwyd, PA 19004
	Tax ID No.: 23-2795205
	Contact Name: Michael Ferry
	Telephone: 610-617-2802
	Back office contact: John Riccardi
	610-617-2826
	  

 Number of Securities Allocated to Investor: 12,000 
 Aggregate Purchase Price: $12,000,000 
  

					
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 50,000 shares 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: SuttonBrook Capital Portfolio LP

		
	 By:
	 	 /s/ BRETT SPECTOR

	Print Name: Brett Spector
	Title: Authorized Person
	Address: 598 Madison Ave. 6th
Floor
	New York, NY 10022
	Tax ID No.: 98-0367010
	Contact Name: Brett Spector
	Telephone: 212-588-6622
	Back office contact: Brett Spector
	212-588-6622
	  

 Number of Securities Allocated to Investor: 12,000 
 Aggregate Purchase Price: $12,000,000 
  

					
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 440,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	 Name of Investor: TQA Investors LLC

		
	 By:
	 	 /s/ DARREN J. LONGIS

	Print Name: Darren J. Longis
	Title: Principal
	Address: 333 Ludlow St.
	Stamford, CT 06902
	Tax ID No.: 98-0220992
	Contact Name: Bart Tesoriero
	Telephone: 203-653-3020
	Back office contact: Aaron Warun
	  
	  

 Number of Securities Allocated to Investor: 9,000 
 Aggregate Purchase Price: $9,000,000 
  

					
	 AGREED AND ACCEPTED:
  
 HealthSouth Corporation,
 a Delaware corporation

		
	 By:
	 	 /s/ JOHN WORKMAN

		 	 Name: John Workman

		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
  

			
	Name of Investor: UBS A.G. (London Branch)
		
	By:	 	/s/ RICHARD SIMPSON
	Print Name: Richard Simpson
	Title: Managing Director
	Address: 1285 6th Ave., 9th FLoor
	New York, NY 10019
	Tax ID No.: 13-3873456
	Contact Name: _________________________________
	Telephone: 203-719-8581
	Back office contact: Rosmarie Mancuso
	  
	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: $25,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Whitebox Advisors, LLC – investment manager to: Whitebox Convertible Arbitrage Partners LP, Whitebox Diversified Convertible Arbitrage Partners,
L.P., HFR RVA Combined Master Trust, Guggenheim Portfolio XXXI, LLC 
  

			
		
	By:	 	/s/ ANDREW REDLEAF
	Print Name: Andrew Redleaf
	Title: Managing Member of the General Partner
	Address: 3033 Excelsior Blvd, Suite 300
	Minneapolis, MN 55416
	Tax ID No.: N/A
	Contact Name: Rob Vogel
	Telephone: 612-253-6028
	Back office contact: Andrea Schroeder
	612-253-6060
	  

 Number of Securities Allocated to Investor: 6,500 
 Aggregate Purchase Price: $6,500,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 Maximum Number of Securities: 40,000 shares or $40,000,000 
 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. 
 Name of Investor: Zazove Associates, LLC, as investment advisor with discretionary authority 
  

			
		
	By:	 	/s/ STEVE KLIEMAN
	Print Name: Steve Klieman
	Title: COO
	Address: 940 Southwood, Suite 200
	Incline Village, NV 89451
	Tax ID No.: 36-3984373
	Contact Name: Steve Klieman
	Telephone: 847-239-7100
	Back office contact: Tami Kuha
	775-832-6250
	  

 Number of Securities Allocated to Investor: 15,000 
 Aggregate Purchase Price: $15,000,000 
  

			
	AGREED AND ACCEPTED:
	
	 HealthSouth Corporation,
 a Delaware
corporation

		
	By:	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	 Title: Executive Vice President and
           Chief Financial Officer










 INSTRUCTION SHEET FOR INVESTOR 
 (to be read in conjunction with the entire Agreement) 
 Complete the following items in the Agreement:

 1. Provide the information regarding the Investor requested on page 2. The Agreement must be executed by an individual
authorized to bind the Investor. 
 2. Return the signed Agreement to: 
 Citigroup Global Markets Inc. 
 390 Greenwich
St., 5th Floor 
 New York, NY 10013 
 Attn: Equity Syndicate 
 Phone: 212-723-7300 
 Fax: 646-843-3922 
 An executed original signature page to the Agreement or a facsimile transmission thereof
must be received by 12:00 noon New York time on February 28, 2006. Investors who send a facsimile transmission prior to such deadline must also submit an original via courier as soon thereafter as practicable. 








 ANNEX I TO THE SECURITIES PURCHASE AGREEMENT 
 TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES 
  

	1.	Authorization and Sale of Securities. The Company has authorized the sale of up to 400,000 Securities. The Company reserves the right to increase or decrease this number.


  

	2.	Agreement to Sell and Purchase the Securities; Placement Agents.  

  

	 	2.1. 	Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as defined in Section 3), the Company will sell to each Investor, and each Investor will
purchase from the Company, up to the aggregate number of Securities set forth on each Investor’s signature page hereto at the purchase price of $1,000 per share; provided that, if the Company sells and the Investor buys an amount of
Securities less than the aggregate number of Securities set forth on such Investor’s signature page hereto, the total aggregate purchase price of such Securities will be reduced proportionately. 

  

	 	2.2. 	Each Investor acknowledges that the Company intends to pay Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner and Smith Incorporated,
Deutsche Bank Securities Inc., Goldman Sachs & Co. and Wachovia Capital Markets, LLC (collectively, the “Placement Agents”) a fee in respect of the sale of Securities to the Investors. 

  

	3.	Closings and Delivery of Securities and Funds. 

  

	 	3.1. 	The completion of the purchase and sale of the Securities (the “Closing”) shall occur at the offices of the Company’s counsel on March 7, 2006 (the
“Scheduled Closing Date”), unless the Closing is delayed by the Company pursuant to Section 3.2 hereof (the date on which the Closing occurs being the “Closing Date”). At the Closing, (i) the Company shall
cause the Escrow Agent to deliver to the Investors the Accepted Securities (as defined below) registered in the name of the applicable Investors, and (ii) the aggregate purchase price for the Accepted Securities (as defined below) shall be
delivered by or on behalf of the Investors to the Company. 

  

	 	3.2. 	The Closing shall occur on the Scheduled Closing Date (i) if the aggregate amount of funds deposited by the Investors with the Escrow Agent is at least $150,000,000 on such
date and (ii) the conditions set forth in Section 6 are satisfied. If the aggregate amount of funds deposited by the Investors with the Escrow Agent is less than $150,000,000 on the Schedule Closing Date, the Company may either
(a) proceed with the Closing on such date or (b) delay the Closing until a date that is no later than March 9, 2006 (the “Delayed Closing Date”), at which time the Closing shall occur if, at such time, at least
$150,000,000 in aggregate amount of funds shall have been deposited by the Investors with the Escrow Agent. If the Closing is delayed pursuant to clause (b) above and the aggregate amount of funds deposited by the Investors with the Escrow
Agent remains less than $150,000,000 on the Delayed Closing Date, the Company may either (x) proceed with the Closing on the Delayed Closing Date or (y) terminate this Agreement on the Delayed Closing Date without liability on the part of
the non-defaulting Investors or on the part of the Company, except for the Company’s obligation to pay Investor’s fees and expenses in accordance with Section 5.11. Nothing contained herein shall relieve a defaulting Investor of any
liability it may have to the Company or any non-defaulting Investor for damages caused by its default. 

  

	 	3.3. 	If, (i) on the Scheduled Closing Date or (ii) on the Delayed Closing Date, any Investor defaults on its obligation to purchase the Accepted Securities that it has agreed
to purchase, the Company and the non-defaulting Investors may in their discretion arrange for the purchase of such Accepted Securities by any Investor on the terms contained in this Agreement, which purchase shall occur (a) if the Closing
occurs on the Scheduled Closing Date, on the Scheduled Closing Date or at any time thereafter until the Delayed Closing Date or (b) if the Closing occurs on the Delayed Closing Date, on the Delayed Closing Date, or (c) with respect to
defaults that occur on the Delayed Closing Date, as soon as practicable after the Delayed Closing Date. 

  

	 	3.4. 	 If the Company accepts the Investors’ offer to buy Securities in whole or in part, the Company or its representatives shall notify each Investor at the
telephone number provided on such Investor’s 












	 	 
signature page hereto of the number of Securities (the “Accepted Securities”) that the Company shall sell to such Investor and such Investor
shall buy. Payment by an Investor for the Accepted Securities shall be made by wire transfer of immediately available funds to the Escrow Agent in accordance with Section 3.6 below. If the Escrow Agent determines that the conditions to the
Closing are satisfied (which determination may be made based upon delivery of an officers’ certificate of the Company pursuant to Section 6.2(b) hereof), it shall deliver each Investor’s payment to the Company and the corresponding
Accepted Securities to the DTC account specified in the Investor signature pages hereto. If such conditions to the Closing are not satisfied, the Escrow Agent shall return each Investor’s funds to the applicable Investor.



  

	 	3.5. 	Subject to the provisions of Sections 3.2 and 3.3, the Company’s obligation to issue and sell the Accepted Securities to the Investors shall be subject only to the accuracy of
the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investors’ respective obligations to purchase the Accepted Securities shall be subject
to the conditions set forth in Section 6 hereof. 

  

	 	3.6. 	Promptly after the Company notifies each Investor of the Accepted Securities that the Company shall sell to such Investor, but in any event no later than one business day prior to
the Closing Date, such Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Accepted Securities being purchased by such Investor to the following account designated by the Company pursuant to the
terms of the Escrow Agreement (the “Escrow Agreement”) a copy of which is attached hereto as Exhibit B relating to the offering of the Securities and entered into by and among the Company and the Escrow Agent:


  

			
	Bank Name:	  	JP MorganChase New York, NY
	Bank ABA:	  	021-000-021
	BNF Acct.:	  	323-161413
	BNF Acct Name:	  	Mellon Investor Services LLC
	Re:	  	HealthSouth Corporation
	Attn:	  	Vivian Gibson
	Tel. No.:	  	(201) 680-3306

 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf
of the Investors to the Company upon the satisfaction of the conditions to the obligations of the Investors set forth in Section 6 hereof. If the Investor does not remit the necessary funds to purchase its Accepted Securities on or prior to the
Closing Date as specified above, the Investor shall as soon as practicable following the Closing Date purchase such Accepted Securities from the Company as required by this Agreement at a price per Accepted Security that shall include accumulated
and unpaid dividends on the Accepted Securities from and including the Closing Date to but excluding the date of payment, computed on the basis of a 360-day year consisting of twelve 30-day months. 
  

	 	3.7. 	Prior to or promptly after the execution of this Agreement by the Investors and the Company, each Investor shall direct the broker-dealer at which the account or accounts to be
credited with its Securities are maintained (which broker/dealer shall be a DTC participant) to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Escrow Agent to credit such account or accounts with the Securities by
means of an electronic book-entry delivery. Such DWAC shall indicate the settlement date for the deposit of the Securities, which date shall be provided to the Investors by the Placement Agents. Simultaneously with the delivery to the Company by the
Escrow Agent of the funds held in escrow pursuant to Section 3.6 above, the Company shall direct the Escrow Agent to credit each Investor’s account or accounts with the Securities pursuant to the information contained in the DWAC.


  

	4.	Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, each Investor, that:


  

	 	4.1. 	 The Company has full right, power, authority and capacity to enter into this Agreement, to issue and sell the Securities and to consummate the other transactions
contemplated hereby, and has taken all 












	 	 
necessary action to authorize the execution, delivery and performance of this Agreement. This Agreement is a legally valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and other laws of general application affecting enforcement of creditors’
rights generally, rules of law governing specific performance, injunctive relief and equitable remedies. The Securities will be, as of the Closing Date, duly authorized by the Company and, when issued, delivered to and paid for by the Investors in
accordance with this Agreement, will be validly issued, fully paid and non-assessable and entitled to the rights, privileges and preferences set forth in the Certificate of Designations and will be free of restrictions on transfer, other than
restrictions of transfer under this Agreement and under applicable state and federal securities laws. Neither the issuance, sale or delivery of the Securities nor, upon the conversion thereof, the issuance or delivery of the Common Stock is subject
to any preemptive right of stockholders of the Company arising under law or the restated certificate of incorporation or by-laws of the Company, or to any contractual right of first refusal or other right in favor of any person.



  

	 	4.2. 	As of December 31, 2005, the Company’s authorized capital stock consisted of 600,000,000 shares of Common Stock, 397,708,468 of which are outstanding, and 1,500,000 shares
of preferred stock, none of which are outstanding. 

  

	 	4.3. 	Neither the Company nor any of its subsidiaries is, or after giving effect to the offering and sale of the Securities and upon application of the proceeds as described in the
private placement memorandum dated February 28, 2006, relating to the offering and sale of the Securities (including any documents incorporated by reference therein and as supplemented or amended prior to the Closing Date, the “Private
Placement Memorandum”) will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

  

	 	4.4. 	Both the preliminary copy and the final copy of the Private Placement Memorandum, as of their respective dates and (in the case of the final copy of the Private Placement
Memorandum) as of the Closing Date, in each case taken together with the Company’s Exchange Act Filings (as defined below) that are publicly filed on or prior to such date, did not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company notes that as of the date hereof, it has not
filed, and does not intend to file, its quarterly reports with the Securities and Exchange Commission (“Commission”) for its fiscal quarters ending March 31, 2005, June 30, 2005 and September 30, 2005, and in
connection with the purchase of the Securities the Investors will not have access to the information that would have been contained therein. 

  

	 	4.5. 	Assuming the accuracy of the representations and warranties made by the Investors contained in this Agreement, the issuance and sale to the Investors of the Securities in the manner
contemplated by this Agreement are exempt from the registration requirements of the Securities Act. No form of general solicitation or general advertising within the meaning of Regulation D was used by the Company or, to the best of the
Company’s knowledge, any of its representatives in connection with the offer and sale of the Securities. 

  

	 	4.6. 	The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has been duly qualified to do business and is in good
standing as a foreign entity in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (except such failures to qualify as are not, either individually or in the aggregate, material
to the Company and its subsidiaries taken as a whole and except for jurisdictions not recognizing the legal concept of good standing), and has all power and authority necessary to own or hold its properties and to conduct its business.


  

	 	4.7. 	 As of December 31, 2005, all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and
non-assessable. The shares of Common Stock initially issuable upon conversion of the Securities have been duly authorized and reserved for issuance or delivery out of treasury upon such conversion and, when issued and delivered or delivered 












	 	 
out of treasury in accordance with the provisions of the restated certificate of incorporation of the Company, will be validly issued, fully paid and
non-assessable. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and (except (i) for directors’ qualifying shares or foreign
national qualifying capital stock, if applicable, (ii) as otherwise set forth in the Company’s public filings on Forms 10-K, 10-Q and 8-K, including any amendments thereto (collectively, the “Exchange Act Filings”), and
(iii) as pledged to secure indebtedness of the Company and/or its subsidiaries pursuant to credit facilities, indentures and other instruments evidencing indebtedness as contemplated by the Company’s Exchange Act Filings and existing or to
be entered into on the Closing Date) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (except where such failures to own are not, either individually or in the aggregate, material to the
Company and its subsidiaries taken as a whole). 


  

	 	4.8. 	The Certificate of Designations has been duly authorized by the Company. Upon issuance and delivery of the Securities in accordance with this Agreement, the Securities will be
convertible at the option of the holder thereof into the Common Stock in accordance with the terms of the Certificate of Designations. 

  

	 	4.9. 	The Company has all requisite corporate power and authority to enter into the Registration Rights Agreement to be entered into with the Investors on the Closing Date (the
“Registration Rights Agreement”). The Registration Rights Agreement has been duly authorized by the Company and, when executed and delivered by the Company, will be validly executed and delivered and (assuming the due authorization,
execution and delivery thereof by the Investors) will be the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and other laws of general application affecting enforcement of creditors’ rights generally, rules of law governing specific performance, injunctive relief and equitable remedies. 

  

	 	4.10. 	(a) The issue and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the authorization, execution and delivery and compliance by the
Company with all of the provisions of and performance of the Certificate of Designations, the Registration Rights Agreement and this Agreement, the use of the proceeds from the sale of the Securities and the consummation of the other transactions
contemplated hereby and thereby (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) will not
result in any violation of the provisions of the restated certificate of incorporation or by-laws of the Company and (iii) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and (b) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the issue and sale of the Securities, the consummation by the Company of the transactions contemplated by the Registration Rights
Agreement or this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities), except (w) in the cases of clauses (a)(i) and (iii) only, for such conflicts, breaches, defaults and violations as would
not reasonably be expected to have, either individually or in the aggregate, a material adverse change, or any development involving a prospective material adverse change, in or affecting the management, condition (financial or otherwise),
stockholders’ equity, results of operations, business or prospects of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”); (x) for such consent, approvals, authorizations, orders, filings,
registrations or qualifications that have been obtained; and (y) for the filing of a registration statement by the Company with the Commission pursuant to the Securities Act as required by the Registration Rights Agreement.


  

	 	4.11. 	 Except as described in the Company’s Exchange Act Filings, there are no contracts, agreements or understandings between the Company and any person granting
such person the right to require the 












	 	 
Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to
require the Company to include such securities in the securities registered pursuant to the Registration Rights Agreement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities
Act. 


  

	 	4.12. 	During the six-month period preceding the date of the Private Placement Memorandum and from the date of the Private Placement Memorandum through the Closing Date, none of the
Company or any other person acting on behalf of the Company has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Investors pursuant to this
Agreement. 

  

	 	4.13. 	The Company’s financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the Commission on December 2,
2005, present fairly the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended; such
financial statements and related schedules and notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved, except as disclosed therein.


  

	 	4.14. 	Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements of the Company, any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Company’s Exchange Act
Filings and, since such date, there has not been any material change in the stockholders’ equity or long-term debt of the Company or any of its subsidiaries or any Material Adverse Effect, either individually or in the aggregate, otherwise than
as set forth in the Company’s Exchange Act Filings. 

  

	 	4.15. 	The Company and each of its subsidiaries has good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in
each case free and clear of all liens, encumbrances and defects (“Encumbrances”), except (i) for liens for taxes not yet due or payable, (ii) as are described in the Exchange Act Filings and (iii) as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all real property and buildings held under lease by the Company or any of its subsidiaries are held by them under valid, subsisting and enforceable
leases, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  

	 	4.16. 	Each of the Company and its subsidiaries holds and is operating in compliance (in all material respects) with all material franchises, grants, authorizations, licenses, permits,
easements, consents, certificates and orders of any governmental or self-regulatory body required for the conduct of its business, and all of such are valid and in full force and effect, and each of the Company and its subsidiaries is in compliance
in all material respects with all laws, regulations, orders and decrees applicable to it which have a material effect on its business, properties or assets. 

  

	 	4.17. 	To the best of the Company’s knowledge after reasonable investigation, neither the Company nor any subsidiary, nor any employee or agent thereof, has made any payment of funds
of the Company or any subsidiary or received or retained any funds in violation of any law, rule or regulation, which violation could have, either individually or in the aggregate, a Material Adverse Effect. 

  

	 	4.18. 	The Company and each of its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses
and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect. 

  

	 	4.19. 	 The Company and each of its subsidiaries (i) own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names,
trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of their respective businesses and 












	 	 
(ii) have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any written notice of any claim
of conflict with, any such rights of others, except with respect to clauses (i) and (ii) as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 


  

	 	4.20. 	Except as described in the Company’s Exchange Act Filings, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or
to which any property or assets of the Company or any of its subsidiaries is the subject that, if determined adversely to the Company or any of its subsidiaries, could have, either individually or in the aggregate, a Material Adverse Effect, and to
the best of the Company’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others. 

  

	 	4.21. 	The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company would have
any liability; the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to termination of, or withdrawal from, any such “pension plan”; no such “pension plan” for which the Company
would have any liability has incurred an “accumulated funding deficiency” as defined in Section 412 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the
“Code”), as of the last day of the most recent fiscal year of such plan ended before the date hereof, nor does the Company have or expect to incur liability for a tax under Section 4971 of the Code; and each such “pension
plan” for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would
cause the loss of such qualification. 

  

	 	4.22. 	The Company has filed within the time prescribed by law (including extensions of time approved by the appropriate taxing authority) all federal, state and local income and franchise
tax returns required to be filed through the date hereof, except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect and has paid all taxes shown as due thereon other than those taxes contested in
good faith and where the failure to pay would not, individually or in the aggregate, have a Material Adverse Effect, and no tax deficiency has been determined adversely to the Company or any of its subsidiaries that has had (nor does the Company
have any knowledge of any tax deficiency that, if determined adversely to the Company or any of its subsidiaries, might have) or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.


  

	 	4.23. 	Except as disclosed in the Company’s Exchange Act Filings there are not currently, and will not be as a result of the offering of the Securities, any outstanding subscriptions,
rights, warrants, calls, commitments of sales or options to acquire, or instruments convertible into or exchangeable for, any capital stock or equity interest of the Company or any of its subsidiaries. 

  

	 	4.24. 	Except as disclosed in Company’s Exchange Act Filings and except in the case of clause (i), but only with respect to subsidiaries of the Company, and clauses (ii) and
(iii) for such violations and defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries (i) is in violation of its charter,
by-laws or applicable organizational documents, (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or
other obligation contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation
of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain or maintain any license, permit, certificate, franchise or other governmental authorization or permit
necessary to the ownership of its property or to the conduct of its business. 










	 	4.25. 	Except as disclosed in Company’s Exchange Act Filings, and except for such matters as would not, individually or in the aggregate, result in a Material Adverse Effect, the
Company and its subsidiaries (1) are conducting and have conducted their businesses, operations and facilities in compliance with Environmental Laws (as defined below); (2) have not received any written notice from a governmental authority
or any other third party alleging any violation of Environmental Law or liability thereunder (including, without limitation, liability as a “potentially responsible party” and/or for costs of investigating or remediating sites containing
Hazardous Substances (as defined below) and/or damages to natural resources); (3) are not subject to any pending or, to the knowledge of the Company or any of its subsidiaries, threatened claim or other legal proceeding under any Environmental
Laws against the Company or its subsidiaries; and (4) do not have any knowledge of any pending Environmental Law or any release of Hazardous Substances that, individually or in the aggregate, would reasonably be expected to form the basis of
any such claim or legal proceeding under any Environmental Law against the Company or its subsidiaries or to require any material capital expenditures to maintain the Company’s or the subsidiaries’ compliance with Environmental Law. As
used in this paragraph, “Environmental Laws” means any and all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, enforceable requirements and common law, or any enforceable administrative
or judicial interpretation, order, consent, decree or judgment thereof, relating to pollution or the protection of human health or the environment, including, without limitation, those relating to, regulating or imposing liability or standards of
conduct concerning (i) noise or odor; (ii) emissions, discharges, releases or threatened releases of Hazardous Substances into ambient air, surface water, groundwater or land; (iii) the generation, manufacture, processing,
distribution, use, treatment, storage, disposal, release, transport or handling of, or exposure to, Hazardous Substances; or (iv) the investigation, remediation or cleanup of any Hazardous Substances. As used in this paragraph,
“Hazardous Substances” means pollutants, contaminants or hazardous, dangerous, toxic, biohazardous or infectious substances, materials, constituents or wastes or toxins, petroleum, petroleum products and their breakdown
constituents, or any other hazardous or toxic chemical substance regulated under Environmental Laws or exhibiting a hazardous waste characteristic including, but not limited to, corrosivity, ignitability, toxicity or reactivity, whether solid,
gaseous or liquid in nature. 

  

	 	4.26. 	The Securities will satisfy, as of the date of the Private Placement Memorandum and as of the Closing Date, the eligibility requirements of Rule 144A(d)(3) under the Securities Act.


  

	 	4.27. 	The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale
of the Securities. 

  

	 	4.28. 	With respect to Securities that are no longer “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act on a conversion date (as such term is
defined in the Certificate of Designation), either as a result of a resale of the Securities pursuant to a registration statement or otherwise, all shares of Common Stock distributed upon conversion will be freely transferable without restriction
under the Securities Act, other than by affiliates of the Company. 

  

	 	4.29. 	Each significant subsidiary of the Company, as defined in accordance with regulation S-X promulgated under the Securities Act of 1933, (1) has been duly organized and is
validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all power and authority necessary to own or hold its properties and to conduct its business, except those the absence of which would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (2) has been duly qualified to do business and is in good standing as a foreign entity in each jurisdiction in which its ownership or lease of
property or the conduct of its business requires such qualification, except for those failures to be so qualified which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except for
jurisdictions not recognizing the legal concept of good standing. 

  

	5.	Further Agreements of the Company. The Company further covenants with each Investor that: 

  

	 	5.1. 	 For so long as any of the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the
Company will make available at its expense, upon request, to any holder of such Securities and any prospective purchasers thereof the information 












	 	 
specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.



  

	 	5.2. 	The Company shall reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy any obligation to
issue shares of its Common Stock upon conversion of the Securities. 

  

	 	5.3. 	The Company will take such steps as shall be necessary to ensure that neither the Company nor any of its subsidiaries becomes an “investment company” or a company
“controlled” by an “investment company” within the meaning the Investment Company Act of 1940, as amended. 

  

	 	5.4. 	The Company will comply, in all material respects, with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes Oxley
Act, and to use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act.


  

	 	5.5. 	For a period of two years (calculated in accordance with paragraph (d) of Rule 144 under the Securities Act) following the date any Securities are acquired by the Company or
any of its affiliates (as defined in Rule 144A under the Securities Act), none of the Company or any of its affiliates will sell any such Securities. 

  

	 	5.6. 	The Company will use all commercially reasonable efforts to (i) cause the Securities to be designated as PORTAL-eligible securities in accordance with the rules and regulations
adopted by the NASD relating to trading in the NASD’s Portal Market and (ii) cause the Securities to be eligible for clearance and settlement through The Depository Trust Company. 

  

	 	5.7. 	The Company has not taken, and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in,
under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company. 

  

	 	5.8. 	The Company will take reasonable precautions to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the
Securities Act), of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities has been completed, is made under restrictions and other
circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act,
including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act. 

  

	 	5.9. 	 Without the prior written consent of Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, for
a period of 90 days from the date of the Private Placement Memorandum, the Company agrees not to (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any equity securities of the Company or any securities convertible into or exercisable or exchangeable for equity securities of the Company or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the equity securities of the Company, whether any such transaction described in clause (a) or
(b) above is to be settled by delivery of equity securities or such other securities, in cash or otherwise, other than (i) the Securities, (ii) the shares of Common Stock issuable upon conversion of the Securities, (iii) the
issuance by the Company of shares of Common Stock upon the exercise of an option or a warrant or the conversion of a security, in each case outstanding on the date of the Private Placement Memorandum, (iv) the grant by the Company of employee,
officer or director stock options and the issuance by the Company of any shares of Common Stock upon the exercise of any option (regardless of when issued) under any employee, officer or director stock option or similar benefit plan, (v) the
issuance by the Company of shares of Common Stock, stock appreciation rights or common stock equivalents or warrants, rights or options to purchase any of the foregoing, pursuant to any employee, officer or director stock option, stock purchase or
similar benefit plans and (vi) the issuance by the Company of any shares of 












	 	 
Common Stock, warrants or other securities or any securities issuable upon conversion of such warrants or other securities in connection with the
Company’s previously announced preliminary agreement in principle to settle litigation filed against the Company, certain of its former directors and officers and certain other parties in the United States District Court for the Northern
District of Alabama and the Circuit Court in Jefferson County, Alabama. 


  

	 	5.10. 	The Company will cooperate with the Investors and their counsel to qualify the Securities and the Common Stock or any other Securities into which it is Convertible for offer and
sale under the securities or “Blue Sky” laws of such jurisdictions as any Investor shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided
that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) take any action that would
subject it to general service of process in any such jurisdiction or (iii) take any action that would subject itself to taxation in any such jurisdiction if it is not otherwise so subject. 

  

	 	5.11. 	The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction of the Private Placement Memorandum and each
amendment or supplement thereto; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Private Placement Memorandum and all amendments or
supplements thereto, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities,
including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, the closing documents and all other agreements or documents printed
(or reproduced) and delivered in connection with the offering of the Securities; (vi) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the
Securities; (vi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (vii) the fees and expenses of Debevoise & Plimpton LLP, special
counsel to the Investors; (viii) the fees and disbursements of any transfer agent or registrar for the Securities; and (ix) all other costs and reasonable expenses incident to the performance by the Company of its obligations hereunder.


  

	 	5.12. 	The Company agrees that neither it nor any other person acting on its behalf will provide any Investor or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto such Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Investor shall be
relying on the foregoing representations in effecting transactions in securities of the Company. Notwithstanding the requirements in this Section 5.12, in the event of a breach of the foregoing agreement by the Company, any of its subsidiaries,
or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, any Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or
otherwise, of such material, non-public information without the prior approval by the Company, its subsidiaries, or any of its or their respective officers, directors, employees or agents. No Investor shall have any liability to the Company, its
subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 

  

	6.	Conditions of Investors’ Obligations. The obligation of each Investor to purchase Securities on the Closing Date is subject to the following conditions:


  

	 	6.1. 	On the Closing Date the Company shall have delivered to Debevoise & Plimpton LLP (the “Designated Investor Counsel”), for the benefit of the Investors, the
opinion, dated the Closing Date and addressed to the Investors, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, substantially in the form set forth in Exhibit C to this Agreement. 










	 	6.2. 	(a) (i) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date, (ii) the statements of the Company’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the date made and on
and as of the Closing Date, (iii) the Company shall have performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iv) except as described in
the Company’s Exchange Act Filings (exclusive of any such filings after the date hereof), subsequent to December 31, 2004, there shall have been no event or development, and no information shall have become known, that, individually or in
the aggregate, has or would be reasonably likely to have a Material Adverse Effect, and (v) the sale of the Securities hereunder and the use of the Private Placement Memorandum shall not be enjoined (temporarily or permanently) on the Closing
Date and (b) on the Closing Date the Company shall have delivered to the Designated Investors Counsel, for the benefit of the Investors, a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chief
Financial Officer, to the effect that the conditions set forth in clause (a) above have been satisfied in all respects. 

  

	 	6.3. 	The Certificate of Designations shall have been duly executed and acknowledged by the Company and filed with the Secretary of State of the State of Delaware and shall have become
effective in accordance with the provisions of the General Corporation Law of the State of Delaware. 

  

	 	6.4. 	Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated have received the “lockup” agreements
substantially in the form set forth in Exhibit D to this Agreement signed by certain officers and directors of the Company set forth in Schedule A hereto relating to sales and certain other dispositions of shares of the equity securities or certain
other securities of the Company, and such agreements shall be in full force and effect on the Closing Date. 

  

	 	6.5. 	On the Closing Date the Investors shall have received the Registration Rights Agreement executed by the Company, and such agreement shall be in full force and effect.


  

	 	6.6. 	The Company shall have delivered to the Designated Investors Counsel, for the benefit of the Investors, satisfactory evidence of the good standing of the Company in its jurisdiction
of organization and its good standing as a foreign entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification (except where the failure to so qualify is not material to the
Company and its subsidiaries taken as a whole, and except for jurisdictions not recognizing the legal concept of good standing), in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such
jurisdictions. 

 On or before the Closing Date, the Company shall have delivered to the Designated Investors Counsel, for the
benefit of the Investors, such further documents, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and its subsidiaries as the Investors shall have reasonably
requested from the Company reasonably in advance of the Closing Date so long as such further documents, certificates, letters and schedules or instruments are reasonable and customary for the transactions contemplated by this Agreement. Delivery of
any such documents, certificates, letters and schedules or instruments to the Designated Investors Counsel shall be deemed to constitute delivery to the applicable Investors for all purposes hereunder. 
 All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof
only if they are reasonably satisfactory in all material respects to the Designated Investors Counsel. The Company shall furnish to the Investors such conformed copies of such documents, certificates, letters, schedules and instruments in such
quantities as the Investors shall reasonably request. 









	7.	Representations, Warranties and Covenants of the Investors. Each Investor severally, and not jointly, hereby represents and warrants to, and covenants with, the Company,
that: 

  

	 	7.1. 	The Investor is (a) a QIB, (b) aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and
(c) acquiring the Securities for its own account or for the account of a QIB and not with a view to the distribution thereof. 

  

	 	7.2. 	The Investor understands that the Securities and the Common Stock issuable upon conversion of the Securities are being offered in a transaction not involving any public offering
within the meaning of the Securities Act, that the Securities and the Common Stock issuable upon conversion of the Securities have not been and, except as described in the Private Placement Memorandum, will not be registered under the Securities Act
and that (a) if prior to the expiration of the applicable holding period specified in Rule 144(k) of the Securities Act it decides to offer, resell, pledge or otherwise transfer any of the Securities or Common Stock issued upon conversion of
the Securities, such Securities and Common Stock may be offered, resold, pledged or otherwise transferred only (i) to a person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A,
(ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act or (iv) to the Company or one of
its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States, and that (b) the Investor will, and each subsequent holder of the Securities is required to,
notify any subsequent purchaser of the Securities or the Common Stock issued upon conversion of the Securities of the resale restrictions referred to in clause (a) above and will provide the Company and the transfer agent such certificates and
other information as they may reasonably require to confirm that the transfer by it complies with the foregoing restrictions, if applicable. 

  

	 	7.3. 	The Investor understands that the Securities and the Common Stock issuable upon conversion of the Securities will, until the expiration of the applicable holding period set forth in
Rule 144(k) of the Securities Act, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144, bear a legend substantially to the following effect:


 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. 
  

	 	7.4. 	The Investor (a) is able to fend for itself in the transactions contemplated by the Private Placement Memorandum, (b) has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities and (c) has the ability to bear the economic risks of its prospective investment in the Securities and can afford the complete
loss of such investment. 










	 	7.5. 	The Investor has received a preliminary copy of the Private Placement Memorandum and upon delivery by the Company prior to Closing of the final copy of the Private Placement
Memorandum will have received a final copy of the Private Placement Memorandum and acknowledges that (a) it has conducted its own investigation of the Company and the terms of the Securities and, in conducting its examination, it has not relied
on, and will not rely on, any Placement Agent, any statements or other information provided by any Placement Agent concerning the Company or the terms of this offering or any due diligence investigation that any of the Placement Agents or their
respective affiliates, or any person acting on behalf of any of them, may conduct or may have conducted with respect to the Securities or the Company, (b) it has had access to the Company’s public filings with the Securities and Exchange
Commission and to such financial and other information as it deems necessary to make its decision to purchase the Securities, acknowledging that the Company has not filed with the Commission certain required quarterly reports and that the Company
cannot assure such Investor that such information would not have been relevant to the Investor’s decision to purchase the Securities, (c) it has been offered the opportunity to ask questions of the Company and, if asked questions, received
answers thereto, as it deemed necessary in connection with the decision to purchase the Securities and (d) it is aware that there may be additional non-public information with respect to the Securities and the Company that the Company has made
itself available to provide to the Investor upon execution by such Investor of a confidentiality agreement, and that the Investor has either executed such confidentiality agreement and received such additional information that it has requested or
has elected in its sole discretion not to request such information. 

  

	 	7.6. 	The Investor, its affiliates and any of its and their directors, officers, employees, agents, advisors and controlling persons are aware that the U.S. securities laws prohibit any
person that has material non-public information about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into hedging transactions involving such securities) or from communicating such
information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities. 

  

	 	7.7. 	The Investor understands that the Company, each Placement Agent and others will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements
and agrees that if any of the representations and acknowledgements deemed to have been made by it by its purchase of the Securities are no longer accurate, the Investor shall promptly notify the Company and each Placement Agent. The Investor hereby
consents to such reliance. If the Investor is acquiring the Securities as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make
the foregoing representations, acknowledgements and agreements on behalf of such account. 

  

	 	7.8. 	The Investor has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to sell, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. 

  

	 	7.9. 	The Investor acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or any Placement Agent that would permit an offering
of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside the United States where action for that purpose is required. Each Investor outside the United States
will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense.


  

	 	7.10. 	The Investor further represents and warrants to, and covenants with, the Company that the Investor has full right, power, authority and capacity to enter into this Agreement and to
consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. 

  


	 	7.11. 	 The Investor understands that nothing in the Private Placement Memorandum, this Agreement, the Company’s public filings with the Commission or any other
materials presented to the Investor in 












	 	 
connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors and made its own assessments as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities. 


  

	8.	Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations
and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Securities being purchased and the payment therefor. 

  

	9.	Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be delivered (A) if within the domestic United States, by
first-class registered or certified mail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) otherwise by International Federal Express or facsimile, and shall be deemed given (i) if delivered by
first-class registered or certified mail, three business days after so mailed, (ii) if delivered by a nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two
business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed as follows: 

  

			
	 (a)    if to the Company, to:

	 HealthSouth Corporation

	 One HealthSouth Parkway

	 Birmingham, Alabama 35243

	 Attention: General Counsel

	 Telecopy No.: (205) 970-5913


  

			
	 with a copy to:

	
	 Richard B. Aftanas, Esq.

	 Skadden, Arps, Slate, Meagher & Flom LLP

	 Four Times Square

	 New York NY 10036

	 Telecopy
	  	No.: (917) 777-4112


			
	 (b)    if to an Investor, at its address on the signature page hereto, or at such other address or addresses
as may have been furnished to the Company in writing.

	 with a copy to:

	
	 Steven J. Slutzky, Esq.

	 Debevoise & Plimpton LLP

	 919 Third Avenue

	 New York NY 10022

	 Telecopy No.: (212) 909-6836


  

	10.	Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any
controlling persons referred to herein, and the directors, officers, employees, advisors, affiliates and agents of each Investor. Nothing in this Agreement is intended, or shall be construed, to give any other person any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision contained herein. 

  

	11.	Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investors. 

  

	12.	Headings. The headings of the various sections of this Agreement have been inserted for convenience or reference only and shall not be deemed to be part of this
Agreement. 










	13.	Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or impaired thereby. 

  

	14.	Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed
within the State of New York. 

  

	15.	Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the
same agreement. 









 Schedule A 
 Officers and Directors Who Have Signed the Lockup Agreements 
 Steven R. Berrard 
 Edward A. Blechschmidt 
 Donald L. Correll 
 Yvonne M. Curl 
 Gregory L. Doody 
 Charles M. Elson 
 Jay Grinney 
 Jon F. Hanson 
 Leo I. Higdon, Jr. 
 John Markus 
 John E. Maupin, Jr. 
 L. Edward Shaw, Jr. 
 Michael D. Snow 
 John L. Workman