Exhibit
3.4  SECOND
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP  OF  EMERGENCY
MEDICAL SERVICES L.P.  This Second Amended and Restated Agreement of Limited Partnership is
effective at the Effective Time, by and among Emergency Medical Services Corporation,
a Delaware corporation as the general partner (the General Partner), and the Persons listed on Schedule A
attached hereto as limited partners except that the definition of Consent, Effective
Time and Partnership Board shall be effective as of, and Sections 8.1,
8.2 and 9 are amended and restated effective as of, January 1, 2008.  NOW, THEREFORE, in consideration of the premises, the parties do hereby
agree as follows:  1.Certain Definitions.  1.1Definitions.As
used herein, the following terms shall have the following respective meanings:  Actmeans the Delaware Revised Uniform
Limited Partnership Act.  Adjusted
Capital Accountmeans, with respect to any Partner such Partners Capital Account, increased
for the amount such Partner is deemed obligated to restore pursuant to (a) the
penultimate sentences of Regulations Section 1.704-2(g)(l) and
1.704-2(i)(5) and (b) Regulations Sections 1.704-1(b)(2)(ii)(c), as of the end of the Companys Fiscal
Year or other applicable period, and reduced for the items described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4),
(5)and (6).  Affiliatemeans, with respect to any Person, any
Person directly or indirectly controlled by or under common control with such
Person.  For purposes of this definition,
control,when used with respect to any Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise.  Controlledhas the meaning correlative to the
foregoing.  For purposes of this
Agreement, no member of the Initial Investor Group shall be deemed to be an Affiliate of the Company.  Agreementmeans this Second
Amended and Restated Agreement of Limited Partnership, as it may be amended,
supplemented or restated from time to time.  Board
of Directorsmeans
the board of directors of the Company.  Capital
Accountshas the
meaning set forth in Section 4.2.  Capital
Contributionsmeans the money and property contributed by the Partners to the Partnership
pursuant to the provisions of Article 3 of this Agreement.  Certificatemeans the Certificate of Limited
Partnership of the Partnership, as amended from time to time.  Unless the context requires otherwise, any
reference to theCertificateshall
be to the Certificate as the same shall be in effect at the time to which such
reference relates.  Codemeans the Internal Revenue Code of 1986,
as amended from time to time,


including the
corresponding or analogous provisions of any successor law.  Companymeans Emergency Medical Services
Corporation and its successors.  Consentmeans the consent or approval of a
proposed action by a Partner given in accordance with Article 13.  Depreciationmeans, for each Fiscal Year or other
period, an amount equal to the depreciation, amortization or other cost
recovery deduction allowed or allowable for federal income tax purposes with
respect to an asset for such Fiscal Year; provided,
however, that, except as
otherwise provided in Regulations Section 1.704-2, if the Gross Asset
Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such Fiscal Year or other period, Depreciation
shall be an amount which bears the same ratio to such beginning Gross Asset
Value as the federal income tax depreciation, amortization or other cost
recovery deduction for such Fiscal Year or other period bears to such beginning
adjusted tax basis; provided, further, that, if the adjusted basis for
federal income tax purposes of an asset at the beginning of such Fiscal Year or
other period is zero, Depreciation shall be determined with reference to such
beginning Gross Asset Value using any reasonable method selected by the General
Partner; and provided  further, that, with respect to any asset
to which the remedial allocation method is applied pursuant to Section 6.6,
Depreciation with respect to such asset shall be calculated in accordance with
Regulations Section 1.704-3(d)(2).  Dividend
Tax Ratemeans
the highest marginal combined federal and state income tax rate imposed on
dividends of corporations resident in the state in which the Companys
principal office is located, calculated taking into account any available
dividends received deduction under Section 243 of the Code and the
deductibility of state and local income taxes for federal income tax purposes.  Effective
Timemeans the
time immediately prior to the time that the Company issued and sold its Class A
Common Stock pursuant to its initial public offering on December 21, 2005.  Exchangeable
Unit Provisionsmeans the rights, privileges, restrictions and conditions of the LP
Exchangeable Units set forth in Exhibit I to this Agreement.  federal, unless otherwise specified, refers to
the United States.  Fiscal
Yearmeans (a) the
period commencing on the date of the formation of the Partnership and ending on
December 31, 2005 and (b) any subsequent 12-month period commencing
on January 1.  Gains
Tax Ratemeans
the highest marginal combined federal and state income tax rate imposed on
long-term capital gains of corporations resident in the state in which the
Companys principal office is located, calculated taking into account the
deductibility of state and local income taxes for federal income tax purposes.  General
Partnermeans
the Company in its capacity as the general partner of the Partnership, or its
successor as general partner of the Partnership.  General
Partner Interestmeans
the Partnership Interest held by the General Partner, in its capacity as
General Partner.  The General Partner
Interest may be expressed as a number of Units.  GP
Dividend Allocationmeans a fraction of which the numerator is the GP Percentage and the
denominator is the excess of (a) the sum of (i) one and (ii) the
product of (A) the Dividend Tax Rate and (B) the GP Percentage over (b) the
Dividend Tax Rate.  GP
Gains Allocationmeans a fraction of which the numerator is the GP Percentage and the
denominator is the excess of (a) the sum of (i) one and (ii) the
product of (A) the Gains Tax Rate and (B) the GP Percentage over (b) the
Gains Tax Rate.  2


GP
Income Allocationmeans a fraction of which the numerator is the GP Percentage and the
denominator is the excess of (a) the sum of (i) one and (ii) the
product of (A) the Income Tax Rate and (B) the GP Percentage over (b) the
Income Tax Rate.  GP
Percentagemeans
the percentage of total Units that are GP Units or GPL Units.  GP
Unitshas the
meaning given to that term in Section 3.2.  GPL
Unitshas the
meaning given to that term in Section 4.3(a).  Gross
Asset Valuemeans, with respect to any asset of the Partnership, such assets adjusted
basis for federal income tax purposes, except as follows:  (a)the initial Gross Asset Value of any asset contributed
by a Partner to the Partnership shall be the gross fair market value of such
asset (computed without taking Section 7701(g) of the Code into
account), without reduction for liabilities, as determined by the contributing
Partner and the Partnership;  (b)if the General Partner reasonably determines that an
adjustment is necessary or appropriate to reflect the relative economic
interests of the Partners, the Gross Asset Values of all Partnership assets
shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f)and (g)to equal their respective gross fair market values,
without reduction for liabilities, as reasonably determined by the General
Partner, as of the following times:  (i)a Capital Contribution (other than a de minimisCapital Contribution) to the
Partnership by a new or existing Partner as consideration for Units; or  (ii)the distribution by the Partnership to a Partner of
more than a de minimisamount of
Partnership assets as consideration for the redemption of an interest in the
Partnership; or  (iii)the liquidation of the Partnership within the meaning
of Regulations Section 1.704-1(b)(2)(ii)(g);
or  (iv)the grant of more than a de minimisnumber of Units as consideration for the
provision of services to or for the benefit of the Partnership;  (c)the Gross Asset Values of Partnership assets
distributed to any Partner shall be the gross fair market values of such assets
(computed without taking Section 7701(g) of the Code into account)
without reduction for liabilities, as reasonably determined by the General
Partner as of the date of distribution; and  (d)the Gross Asset Values of Partnership assets shall be
increased (or decreased) to reflect any adjustments to the adjusted basis of
such assets pursuant to Sections 734(b) or 743(b) of the Code, but
only to the extent that such adjustments are taken into account in determining
Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m)of the Regulations; provided, however,
that Gross Asset Values shall not be adjusted pursuant to this paragraph (iv) to
the extent that the General Partner reasonably determines that an adjustment
pursuant to paragraph (ii) above is necessary or appropriate in connection
with a transaction that would otherwise result in an adjustment pursuant to
this paragraph (d).  At all times, Gross Asset
Values shall be adjusted by any Depreciation taken into account with respect to
the Partnerships assets for purposes of computing Net Profits and Net Losses.  Income
Tax Ratemeans the highest marginal combined federal
and state income tax  3


rate imposed on income
(other than capital gains and dividends) of corporations resident in the state
in which the Companys principal office is located, calculated taking into
account the deductibility of state and local income taxes for federal income
tax purposes.  Initial
Investor Grouphas the meaning set forth in the Companys Certificate of Incorporation, as in
effect at the Effective Time.  Limited
Partnersmeans (a) those
Persons listed on Schedule A attached hereto and (b) any transferee
thereof or other Person admitted as a limited partner pursuant to the terms of
this Agreement.  For the avoidance of
doubt, the General Partner may also be a Limited Partner.  Limited
Partner Interestmeans a Partnership Interest of a Limited Partner in the Partnership
representing a fractional part of the Partnership Interests of all Partners and
includes any and all benefits to which the holder of such a Partnership
Interest may be entitled, as provided in this Agreement, together with all
obligations of such Person to comply with the terms and provisions of this
Agreement.  A Limited Partner Interest
may be expressed as a number of Units.  LP
Dividend Allocationmeans one minus the GP Dividend Allocation.  LP
Exchangeable Unitsmeans
all Units of the Partnership other than
GP Units and GPL Units.  For the
avoidance of doubt, the LP Exchangeable Units are the Units designated Class A
Units immediately prior to the Effective Time and for all purposes represent
the same continuing Partnership Interests before and after the Effective Time.  LPE
Partnersmeans
the holders of LP Exchangeable Units. 
For the avoidance of doubt, the General Partner, in its capacity as a
Limited Partner, is not an LPE Partner.  LP
Gains Allocationmeans one minus the GP Gains Allocation.  LP
Income Allocationmeans one minus the GP Income Allocation.  Mergerhas the meaning set forth in Section 14.7(a).  Net
Profits and Net Lossesmean, for each Fiscal Year of the Partnership or other applicable
period, an amount equal to the Partnerships taxable income or loss for such
year or period, as determined for federal income tax purposes, and computed in
accordance with Section 703(a) of the Code (for this purpose, all
items of income, gain, loss or deduction required to be separately stated
pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss) with the following adjustments:  (a)any income of the Partnership that is exempt from
federal income tax and not otherwise taken into account in computing Net
Profits or Net Losses pursuant to this definition shall be treated as an item
of gross income in determining taxable income or loss;  (b)in the event an adjustment to the Gross Asset Value of
a property which requires that the Capital Accounts be adjusted pursuant to
Regulations Sections 1.704-1(b)(2)(iv)(e),
(f), (g)and (m),
the amount of such adjustment shall be taken into account as gain or loss from
the disposition of the property for purposes of computing Net Profits or Net
Losses;  (c)gain or loss resulting from the disposition of a
property shall be computed by reference to the Gross Asset Value of the property,
notwithstanding that the adjusted tax basis of the property differs from its
Gross Asset Value;  (d)in lieu of the depreciation, amortization and other
cost recovery deductions, there shall be taken into account Depreciation in
computing such taxable income or loss;  4


(e)to the extent an adjustment to the adjusted tax basis
of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4)to be taken into account in
determining Capital Accounts as a result of a distribution other than in
complete liquidation of a Partners interest in the Partnership, the amount of
such adjustment shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases the
basis of the asset) from the disposition of the asset and shall be taken into
account for purposes of computing Net Profits or Net Losses;  (f)by treating as a deductible expense any expenditure of
the Partnership described in Section 705(a)(2)(B) of the Code (or
which is treated as a Section 705(a)(2)(B) expenditure pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into
account in computing Net Profits or Net Losses, including amounts paid or
incurred to organize the Partnership (unless an election is made pursuant to Section 709(b) of
the Code) or to promote the sale of interests in the Partnership) and by
treating deductions for any losses incurred in connection with the sale or
exchange of Partnership property disallowed pursuant to Section 267(a)(1) or
707(b) of the Code as expenditures described in Section 705(a)(2)(B) of
the Code; and  (g)notwithstanding any other provision of this definition,
any items which are specially allocated pursuant to Article 6 shall not be
taken into account in computing Net Profits or Net Losses.  Original
Partnership Agreementmeans the Agreement of Limited Partnership of the Partnership effective
as of February 10, 2005, as amended from time to time and in effect at the
Effective Time.  Offerhas the meaning
set forth in Section 14.6(a).  Partnersshall mean the General Partner and the
Limited Partners, collectively, and Partner
means a General Partner or a Limited Partner as the context shall require.  Partnershipmeans the limited
partnership formed under the Act and pursuant to the Original Agreement, as it
may be amended, supplemented and/or restated, including the amendment and
restatement effected by this Agreement, and any successor thereto.  Partnership
Boardhas the
meaning set forth in Section 8.1(a).  Partnership
Interestmeans
an ownership interest in the Partnership representing a Capital Contribution by
either a Limited Partner or the General Partner and includes any and all
benefits to which the holder of such a Partnership Interest may be entitled as
provided in this Agreement, together with all obligations of such Person to
comply with the terms and provisions of this Agreement.  A Partnership Interest may be expressed as a
number of Units.  Percentage
Interestshas
the meaning set forth in Section 4.1.  Personmeans any natural person, corporation,
partnership, joint venture, trust, association or other business or legal
entity.  Regulationsmeans the Treasury Regulations
promulgated under the Code, as amended from time to time, including the
corresponding provisions of any successor regulations.  Section 368
Transactionhas
the meaning set forth in Section 14.7(c).  Successorhas the meaning set forth in Article 10
of Exhibit I.  Transferhas the meaning set forth in Section 10.1.  5


Unitmeans a fractional, undivided share of
the Partnership Interests of all Partners issued pursuant to this
Agreement.  The number of Units
outstanding and the Percentage Interest in the Partnership represented by such
Units are set forth in Schedule A attached hereto, as such Schedule may be
amended from time to time.  The Units are
uncertificated securities, but the General Partner may determine at any time
that the ownership of Units shall be evidenced by such form of certificate for
Units as the General Partner adopts from time to time.  Unless otherwise indicated, a reference to
Units shall be to GP Units, GPL Units and LP Exchangeable Units.  1.2Exhibit I.Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in Exhibit I.  Exhibit I is an integral part of this
Agreement.  2.Formation, Purpose, Term.  2.1Formation.The parties hereby confirm the formation of the Partnership under the
name Emergency Medical Services L.P., in accordance with the Act and the filing
of the Certificate with the Secretary of State of the State of Delaware on December 29,
2004.  2.2Purpose.The purpose of the Partnership is to engage in any
activities permitted under the Act, including, without limitation, to own and
invest in real estate and marketable securities.  2.3Principal Office.The principal office of the Partnership shall be located at such place
as the General Partner may determine. 
The General Partner shall give notice to the Limited Partners promptly
of the location of the principal office of the Partnership and of any change
thereof.  2.4Registered Agent.The registered agent of the Partnership in Delaware shall be Corporation
Service Company.  2.5Names.The name of
the Partnership is Emergency Medical Services L.P.  The Partnerships business may be conducted
under any other name or names deemed advisable by the General Partner,
including the name of the General Partner, the Company or any of their
Affiliates.  The words Limited
Partnership, L.P., Ltd. or similar words or letters shall be included in
the Partnerships name where necessary for the purpose of complying with the
laws of any jurisdiction that so requires. 
The General Partner in its sole discretion may change the name of the
Partnership at any time and from time to time and shall notify the Limited
Partners of such change in the next regular communication to the Limited
Partners.  2.6Power of Attorney.  (a)Each Limited Partner hereby constitutes and appoints
the General Partner and its authorized officers and attorneys-in-fact and each
of those acting singly, in each case with full power of substitution, as its
true and lawful agent and attorney-in-fact, with full power and authority in
its name, place and stead to:  (i)execute, swear to, acknowledge, deliver,
file and record in the appropriate public offices (A) all certificates,
documents and other instruments (including, without limitation, this Agreement
and the Certificate of Limited Partnership and all amendments or restatements
thereof) that the General Partner deems appropriate or necessary to form,
qualify or continue the existence or qualification of the Partnership as a
limited partnership (or a partnership in which the Limited Partners have
limited liability) in the State of Delaware and in all other jurisdictions in
which the Partnership may or plans to conduct business or own property; (B) all
instruments that the General Partner deems appropriate or necessary to reflect
any amendment, change, modification or restatement of this Agreement in
accordance with its terms; (C) all conveyances and other instruments or
documents that the General Partner deems appropriate or necessary to reflect
the dissolution and liquidation of the Partnership pursuant to the terms of
this Agreement,  6


including, without limitation, a certificate of
cancellation; (D) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner pursuant to this Agreement;  and (E) all certificates, documents and
other instruments relating to the determination of the rights, preferences and
privileges of Partnership Interests; and  (ii)execute, swear to, seal, acknowledge and
file all ballots, consents, approvals, waivers, certificates and other
instruments appropriate or necessary, in the sole discretion of the General Partner
to make, evidence, give, confirm or ratify any vote, consent, approval,
agreement or other action which is made or given by the Partners hereunder or
is consistent with the terms of this Agreement or appropriate or necessary, in
the sole discretion of the General Partner, to effectuate the terms or intent
of this Agreement.  Nothing contained
herein shall be construed as authorizing the General Partner to amend this
Agreement except in accordance with Article 13 or as may be otherwise
expressly provided for in this Agreement.  (b)The foregoing power of attorney is hereby declared to
be irrevocable and a power coupled with an interest, in recognition of the fact
that each of the Partners will be relying upon the power of the General Partner
to act as contemplated by this Agreement in any filing or other action by it on
behalf of the Partnership, and it shall survive and not be affected by the
subsequent incapacity of any Limited Partner and the transfer of all or any
portion of such Limited Partners Units and shall extend to such Limited
Partners heirs, successors, assigns and personal representative.  2.7Term.The
Partnership commenced on the date of the filing of the original Certificate of
Limited Partnership with the office of the Secretary of State of Delaware and
shall terminate as herein provided.  3.Contributions.  3.1Initial Contributions and Ownership
Giving Effect to Initial Public Offering.  (a)Prior to the date hereof, the Partners have made the
contributions to the Partnership set forth on Schedule A to the Original
Agreement.  (b)Schedule A attached hereto sets forth the number of
Units outstanding as of the Effective Time, and then giving effect to the
Companys issuance and sale of Class A Common Stock in its initial public
offering and the contribution of the net proceeds thereof to the Partnership.  3.2General Partner Interest.The 20 Units held by the General Partner immediately prior to the
Effective Time (including any Units issued with respect thereto in connection
with any stock split effected by the Company) shall be deemed to be the GP Units and shall be the General
Partnership Interest.  All other Units
held by the Company shall be deemed to be Limited Partner Interests and shall
be held by the General Partner in its capacity as a Limited Partner in the
Partnership.  3.3Issuances of Additional Interests.  (a)In connection with the General Partners
contribution of property to the Partnership or in accordance with the
provisions of Exhibit I, the General Partner is hereby authorized to cause
the Partnership from time to time to issue to the Partners (including the
General Partner and its Affiliates) additional Units or other Partnership
Interests in one or more classes, or one or more series of any such classes,
with such designations, preferences and relative, participating, optional or
other special rights, powers and duties, including rights, powers and duties
senior to the Limited Partner Interests outstanding at the Effective Time, all
as shall be determined by the General Partner in its business judgment,
including, without limitation, (i) the allocations of items of Partnership
income, gain, loss, deduction and credit to each such class or series of
Partnership Interests; (ii) the right of each such class or series of
Partnership Interests to  7


share in
Partnership distributions; and (iii) the rights of each such class or
series of Partnership Interests upon dissolution and liquidation of the
Partnership; provided, that no
such additional Units or other Partnership Interests shall be issued to the
General Partner unless either:  (i)(A)(1) the additional Partnership Interests are
issued in connection with the issuance only of Common Stock, and only GPL Units
are issued to the General Partner in a number equal to the number of shares of
Common Stock issued by the Company, or (2) the additional Partnership
Interests are issued in connection with the grant, award of issuance of
Preferred Stock or other equity interests by the Company, which Preferred Stock
or other equity interests have designations, preferences and other rights such
that the economic interests attributable to such Preferred Stock or other
equity interests are equivalent to the designations, preferences and other
rights of the additional Partnership Interests issued to the General Partner in
accordance with this Section 3.2(a), and (B) the Company shall make a
Capital Contribution to the Partnership in an amount equal to the proceeds
raised in connection with such issuance, or  (ii)the additional Partnership Interests are issued to all
Partners in proportion to their respective Percentage Interests.  In the event that
the Partnership issues Partnership Interests pursuant to this Section 3.3(a),
the General Partner shall make such revisions to this Agreement (without any
requirement of receiving approval of the Limited Partners) including but not
limited to the revisions described in Section 5.4, as it deems necessary
to reflect the issuance of such additional Partnership Interests and the
special rights, powers and duties associated therewith.  Unless specifically set forth otherwise by
the General Partner, any Partnership Interest issued after the Effective Time
shall have the same rights, powers and duties as the Partnership Interests
issued on the Effective Time.  (b)From and after the Effective Time, the Company shall
not issue any additional Common Stock (other than Common Stock issued to
Limited Partners pursuant to Exhibit I), or rights, options, warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase Common Stock (collectively, New
Securities), other than to all holders of Common Stock under
circumstances in which the provisions of Exhibit I are applicable to the
LP Exchangeable Units, unless:  (i)the General Partner shall cause the Partnership to
issue to the Company Partnership Interests or rights, options, warrants or
convertible or exchangeable securities of the Partnership having designations,
preferences and other rights, all such that the economic interests are
equivalent to those of the New Securities; and  (ii)the Company contributes to the
Partnership the proceeds from the issuance of such New Securities and from the
exercise of rights contained in such New Securities.  Without limiting
the foregoing, the Company is expressly authorized to issue New Securities for
no tangible value or for less than fair market value, and the General Partner
is expressly authorized to cause the Partnership to issue to the Company
corresponding Partnership Interests, so long as (A) the General Partner
concludes in good faith that such issuance is in the interests of the Company
and Partnership (for example, and not by way of limitation, the issuance of
Common Stock and corresponding GPL Units pursuant to an employee stock purchase
plan providing for employee grants or purchases of Common Stock or employee
stock options that have an exercise price that is less than the fair market
value of the Common Stock, either at the time of issuance or at the time of
exercise); and (B) the Company contributes all proceeds, if any, from such
issuance and exercise to the Partnership.  For the avoidance
of doubt, a GPL Unit is deemed to have such designations, preferences and other
rights such that the economic interests of a GPL Unit are equivalent to a share
of Common Stock, and for each New Security issued by the Company that consists
of a share of Common  8


Stock the General
Partner shall cause the Partnership to issue to the Company one GPL Unit, provided, that the Company has made the
contributions to the Partnership contemplated by clause (ii).  (c)The issuance by the Company of Preferred Stock, Common
Stock or other equity interests shall in all events be subject to the
provisions of Article 14 and Exhibit I.  3.4Contribution of Proceeds of Issuance
of Capital Stock.In connection with the initial public
offering of Common Stock by the Company and any other issuance of New Securities
pursuant to Section 3.3, the Company shall contribute to the Partnership
any proceeds (or a portion thereof) raised in connection with such issuance, provided,that if the proceeds actually
received by the Company are less than the gross proceeds of such issuance as a
result of any underwriters discount or other expenses paid or incurred in
connection with such issuance, then the Company shall be deemed to have made a
Capital Contribution to the Partnership in the amount equal to the sum of the
net proceeds of such issuance plus the amount of such underwriters discount
and other expenses paid by the Company (which discount and expense shall be
treated as an expense for the benefit of the Partnership for purposes of Section 8.3).  In the case of employee acquisitions of New
Securities at a discount from fair market value or for no value in connection
with a grant of New Securities, the amount of such discount representing
compensation to the employee, as determined by the General Partner, shall be treated
as an expense of the issuance of such New Securities.  3.5Aditional Contributions.Except as provided in Section 3.4, no Partner shall be required to
make any additional contributions to the capital of the Partnership.  Nothing contained in this Section 3.5
shall be deemed to limit the obligations of the General Partner in respect of
liabilities of the Partnership under this Agreement or under the Act.  With the consent of the General Partner, any
Partner may make an additional contribution to the Partnership.  4.Percentage Interests; Capital
Accounts; Units.  4.1Percentage Interests.The Percentage Interest of each Partner means its
interest in the Partnership as determined by dividing the number of Units owned
by such Partner by the total number of Units then outstanding.  4.2CapitalAccounts.  The Partnership shall determine and maintain
a Capital Account for each Partner throughout the full term of the
Partnership in accordance with the provisions of Regulations Section 1.704-1(b)(2)(iv),
as such regulation may be amended from time to time.  Without limiting the foregoing, the following
provisions shall apply:  (a)The Capital Account of each Partner shall be increased
by (i) the amount of such Partners cash contributions and the initial Gross
Asset Value of property contributed to the Partnership by such Partner (net of
liabilities securing such contributed property that the Partnership is
considered to assume or take subject to under Section 752 of the Code), (ii) such
Partners share of the Partnerships Net Profits, and (iii) the amount of
any Partnership liabilities that are assumed by such Partner other than
liabilities described in Section 4.2(a)(i).  (b)The Capital Account of each Partner shall be decreased
by (i) the amount of cash distributions to such Partner and the Gross
Asset Value of property distributed to such Partner (net of liabilities assumed
by such Partner and liabilities to which such distributed property is subject),
(ii) such Partners share of the Partnerships Net Losses, and (iii) the
amount of any liabilities of such Partner that are assumed by the Partnership
other than liabilities described in Section 4.2(b)(i).  (c)A Partner who has more than one interest in the
Partnership shall have a single Capital Account that reflects all of such
interests, regardless of the class of interests owned by such Partner (e.g., general or limited) and regardless
of the time or manner in which such interests are acquired.  9


(d)Upon the transfer by a Partner of Units (i) if
such transfer does not cause a termination of the Partnership within the
meaning of Section 708(b)(1)(B) of the Code, the Capital Account of
the transferor Partner that is attributable to the transferred interest will be
carried over to the transferee Partner and, if the Partnership has a Section 754
election in effect, the Capital Account will not be adjusted to reflect any
adjustment under Section 743 of the Code; or (ii) if such transfer
causes a termination of the Partnership within the meaning of Code Section 708(b)(1)(B),
the income tax consequences of such termination shall be governed by the
relevant provisions of Subchapter K of Chapter 1 of the Code and the
Regulations promulgated thereunder, and the initial Capital Accounts of the
Partners in the Partnership resulting from such termination (which for all
other purposes continues to be the Partnership) shall be determined in
accordance with Regulation Sections 1.704-1(b)(2)(iv)(d), (e), (f), (g)and (l)under
Section 704(b) of the Code and thereafter in accordance with this Section 4.2.  4.3Units.  (a)The interests of the Limited Partners in the
Partnership shall be in the form of Units issued by the Partnership, which
Units shall represent an individual undivided interest in the rights of all
Partners in capital, profits, losses and distributions of or from the
Partnership.  Unless otherwise
designated, all Units issued to the General Partner and representing General
Partner Interests shall be GP Units, all Units issued to the General Partner
or its Affiliates and representing Limited Partnership Interests shall be GPL
Units and all other Units shall be LP Exchangeable Units.  For theFor the
avoidance of doubt, any Units formerly designated Class B Units or LP
Exchangeable Units acquired by the Company, the General Partner or their
respective Affiliates, in connection with the Companys initial public
offering, as contemplated by Exhibit I or otherwise, shall be deemed to
have been re-designated as GPL Units immediately upon such acquisition, and
none of such Persons shall hold LP Exchangeable Units.  (b)The Units shall have the rights to distributions and
allocations as set forth in Articles 5 and 6 and the LP Exchangeable Units
shall have the additional rights, privileges, restrictions and conditions as
set forth in Exhibit I to this Agreement.  5.Distributions.  5.1Distributions.Distributions by the Partnership to the Partners shall be made at the
times and in the aggregate amounts determined by the General Partner in its
sole discretion and shall be made as follows:  (a)A portion equal to the LP Dividend Allocation
multiplied by amounts that are treated, for federal income tax purposes, as
dividends received by the Partnership shall be distributed to the LPE Partners
in proportion to their respective Percentage Interests and a portion equal to
the GP Dividend Allocation multiplied by such amount shall be distributed to
the General Partner.  (b)A portion equal to the LP Gains Allocation multiplied by
amounts that are treated, for federal income tax purposes, as long-term capital
gains received by the Partnership shall be distributed to the LPE Partners in
proportion to their respective Percentage Interests and a portion equal to the
GP Gains Allocation multiplied by such amount shall be distributed to the
General Partner.  (c)Subject to the provisions of Section 5.1(e), any
amounts that are treated, for federal income tax purposes, as a return of
capital and not as income or gain shall be distributed to the Partners in
proportion to their respective Percentage Interests.  (d)A portion equal to the LP Income Allocation multiplied
by amounts that, other than those described in Section 5.1(a), 5.1(b) and
5.1(c), are to be distributed to the Partners shall be distributed to the LPE
Partners in proportion to their respective Percentage Interests and a portion  10


equal to the GP
Income Allocation multiplied by such amount shall be distributed to the General
Partner.  (e)In the event of the liquidation (subject to Section 5.2),
dissolution or winding-up of the Partnership, the Partnership shall distribute
to the LPE Partners only the Liquidation Amount as provided in Section 4.1
of Exhibit I.  5.2Capital Account Limitation;
Liquidation.Upon the liquidation of the Partnership
or of any Partners interest in the Partnership (as both are defined in Section 5.3),
liquidation proceeds, if any, shall be distributed to the extent of and in
proportion to each Partners positive Capital Account balance within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(b), after giving effect to all allocations to such Partner
under Article 6, and the allocation of deemed gain or loss described in
clause (b) of the definition of Net Profits and Net Losses set
forth in Article 1.  5.3Certain Definitions.For purposes of this Agreement, (a) the term liquidation of the
Partnership shall mean either (i) a termination of the Partnership, which
shall be deemed to occur on the date upon which the Partnership ceases to be a
going concern and is continued in existence solely to wind up its affairs, or (ii) a
termination of the Partnership pursuant to Section 708(b)(1) of the
Code; and (b) the term liquidation of a Partners interest in the
Partnership shall mean the termination of the Partners entire interest in the
Partnership effected by a distribution, or a series of distributions, by the
Partnership to the Partner in redemption or cancellation of such Partners
Units or, in the case of the General Partner, interest in the Partnership.  5.4Revisions to Reflect Issuance of
Additional Partnership Interests.In the event that the Partnership issues
additional Partnership Interests to the General Partner or any Additional
Limited Partner pursuant to Article 4, or if any GPL Units are held by a
Person other than the General Partner, the General Partner shall make such
revisions to this Article 5 (and corresponding revisions to Article 6)
as it deems necessary to reflect the issuance of such additional Partnership
Interests and any special rights, duties or powers with respect thereto or to
reflect distributions and allocations attributable to GPL Units to Persons
other than the General Partner.  5.5New Tax Guidance.Notwithstanding anything to the contrary contained in
this Agreement, the General Partner is hereby authorized to amend this
Agreement, in its sole discretion, to ensure that this Agreement complies with (a) any
rulings, regulations, notices, announcements or other guidance regarding
compensatory partnership interests issued after the Effective Time (New Tax Guidance) and (b) any
elections the General Partner determines to be necessary or advisable in
respect of any such New Tax Guidance. 
Any such amendment may include, without limitation, (i) a provision
authorizing the General Partner, in its sole discretion, to make any election
under the New Tax Guidance, (ii) an agreement by the Partnership and all
of the Partners agree to comply with the requirements of the New Tax Guidance
and any election made by the General Partner with respect thereto, and (c) an
amendment to the allocation provisions contained in Article 6 so that such
provisions comply with the New Tax Guidance and any election made by the
General Partner with respect thereto, including, without limitation, a
provision requiring forfeiture allocations as appropriate.  Any such amendments to this Agreement shall
be binding upon all Partners.  6.Allocations.  6.1General Allocations.Except as provided in Sections 6.2, 6.3 and 6.4, Net Profits, Net Losses
and credits shall be allocated among the Partners as follows:  (a)A portion of such Net Profits equal to the LP Dividend
Allocation multiplied by amounts that are treated, for federal income tax
purposes, as dividends received by the Partnership shall be allocated to the
LPE Partners in proportion to their respective Percentage Interests and a
portion equal to the GP Dividend Allocation multiplied by such amount shall be
allocated to the General Partner.  11


(b)A portion of such Net Profits or Net Losses equal to
the LP Gains Allocation multiplied by amounts that are treated, for federal
income tax purposes, as long-term capital gains or losses, as the case may be,
realized by the Partnership shall be allocated to the LPE Partners in
proportion to their respective Percentage Interests and a portion equal to the
GP Gains Allocation multiplied by such amount shall be allocated to the General
Partner.  (c)A portion of such Net Profits, Net Losses or credits
equal to the LP Income Allocation multiplied by amounts that, other than those
described in Sections 5.1(a) and 5.1(b), shall be allocated to the LPE
Partners in proportion to their respective Percentage Interests and a portion
equal to the GP Income Allocation multiplied by such amount shall be allocated
to the General Partner.  6.2Allocation of Gains  (a)Gain realized upon the sale or other disposition of
property by the Partnership, including deemed sales described in clause (b) of
the definition of Net Profits and Net Losses set forth in Article 1,
shall be allocated in the following order:  (i)There shall first be allocated to those Partners, if
any, who have deficit balances in their Capital Accounts immediately prior to
such sale or other disposition an amount of such gain equal to the aggregate
amount of such deficit balances, which amount shall be allocated in the same
proportion as such deficit balances; and  (ii)There shall next be allocated to each of the Partners
gain in such amounts and proportions as are necessary so that the positive
Capital Account balances of the Partners reflect, as closely as possible, the
amounts to which they would be entitled if all of the assets of the Partnership
were distributed to the Partners pursuant to Section 5.1.  (b)If the Partnership shall realize, upon a sale or other
disposition, gain which does not constitute long-term capital gain and to which
the provisions of Section 1231 of the Code do not apply, the foregoing
provisions of this Section 6.2 shall be successively applied to (i) such
gain, (ii) gain which is subject to the provisions of Section 1231 of
the Code and (iii) long-term capital gain.  6.3Allocation of Losses.Losses realized upon the sale or other disposition of property by the
Partnership, including deemed sales described in clause (b) of the
definition of Net Profits and Net Losses set forth in Article 1, shall
be allocated in the following order:  (a)There shall first be allocated to those Partners, if
any, who have positive Adjusted Capital Accounts balances an amount of such
loss necessary to reduce such positive Adjusted Capital Accounts balances to
zero, in proportion to such positive Adjusted Capital Account balances.  (b)The balance of such loss shall be allocated to the
General Partner.  6.4Special Allocations.Notwithstanding anything in this Agreement to the contrary:  (a)All nonrecourse deductions (as defined in Regulations Section 1.704-2(b)(1))
shall be charged to the Capital Accounts of the Partners in proportion to their
respective Percentage Interests.  (b)No Partner shall be allocated any item of loss or
deduction to the extent said allocation will cause or increase any deficit in
said Partners Adjusted Capital Account. 
If any Partner with a deficit in its Adjusted Capital Account
unexpectedly receives any adjustment, allocation or distribution described in
Regulations Section 1.704-1(b)(2)(ii)(d)(4),
(5)or (6),then
Partnership items of income and gain shall be specifically allocated to such
Partner in an amount and manner sufficient to eliminate the deficit in said
Partners Adjusted Capital Account created by such adjustment, allocation or
distribution as quickly as possible.  The
Partners intend that the provisions set forth in this clause will constitute a Qualified
Income Offset as described in  12


Regulations Section 1.704-1(b)(2)(ii)(d).  (c)The following provisions shall be applicable beginning
in the first taxable year in which the Partnership has nonrecourse deductions
as defined in Regulations Section 1.704-2(b)(1):  (i)For purposes of this Section 6.4, Minimum Gain
means the total gain which the Partnership would realize if it sold, in a
taxable disposition, each of its assets that were subject to nonrecourse
liabilities in full satisfaction of the liabilities.  In computing such gain, only the portion of
the assets tax bases allocated to nonrecourse liabilities of the Partnership
shall be taken into account.  (ii)If in any Fiscal Year of the Partnership there is a
net decrease in Minimum Gain, then each Partner with a share of Minimum Gain (as
determined in accordance with Regulations Section 1.704-2(g)(1)) as of the
beginning of such year shall be allocated items of income and gain for such
year (and, if necessary, for succeeding years), equal to that Partners share
of the net decrease in Minimum Gain (determined in accordance with Regulations Section 1.704-2(g)(2)).  In allocating the income and gain pursuant to
the previous sentence, gains recognized from the disposition of Partnership
assets subject to nonrecourse liabilities of the Partnership shall be allocated
first to the extent of the decrease in Minimum Gain attributable to the
disposition of said asset.  Thereafter,
any income and gain to be allocated shall consist of a pro rata amount of other Partnership
income and gain for that year.  The
Partners intend that this clause (ii) will constitute a Minimum Gain
Chargeback as set forth in Regulations Section 1.704-2(f).  (iii)If any Partner bears the economic risk of loss
(within the meaning of Regulations Section 1.752-2) with respect to any
nonrecourse loan of the Partnership, then (A) the losses, deductions or Section 705(a)(2)(B) expenditures
that are attributable to such nonrecourse loan for any Fiscal Year or other
period shall be allocated to the Partners who bear the burden of such economic
risk of loss in accordance with Regulations Section 1.704-2(i), and (B) if
in any taxable year there is a net decrease in Partner Nonrecourse Debt Minimum
Gain (as determined in accordance with Regulations Section 1.704-2(i)(4))
attributable to such nonrecourse loan, each Partner with a share of Partner
Nonrecourse Debt Minimum Gain (as defined in Regulations Section 1.704-2(i)(2))
attributable to such nonrecourse loan (as determined in accordance with
Regulations Section 1.704-2(i)(5)) as of the beginning of the year shall
be allocated items of income and gain for the year (and, if necessary, for
succeeding years), equal to that Partners share of the net decrease in the
Partner Nonrecourse Debt Minimum Gain (as determined in accordance with
Regulations Section 1.704-2(i)(4)).  6.5Regulatory Provisions.The provisions of Section 6.4 (collectively, the Regulatory Provisions) are intended to
comply with certain requirements of the Regulations.  It is the intent of the Partners that, to the
extent possible, all allocations pursuant to the Regulatory Provisions shall be
offset either with other allocations pursuant to the Regulatory Provisions or,
if  necessary, with curative allocations
of other items of income, gain, loss or deduction pursuant to this Section 6.5.  Therefore, notwithstanding any other
provision of this Agreement, other than the Regulatory Provisions, allocations
pursuant to the Regulatory Provisions shall be taken into account in allocating
other items of income, gain, expense or loss among the Partners so that, to the
extent possible, the net amount of such allocations of other items and the
allocations pursuant to the Regulatory Provisions to each Partner are equal to
the net amount that would have been allocated to such Partner if the Regulatory
Provisions were not part of this Agreement. 
In applying this Section 6.5, there shall be taken into account (a) future
allocations under Section 6.4(c)(ii) that, although not yet made, are
likely to offset other allocations previously made under Section 6.4(a),
and (b) future allocations under Section 6.4(c)(iii)(B) that,
although not yet made, are likely to offset other allocations previously made
under Section 6.4(c)(iii)(A).  6.6Code Section 704(c) Allocations.  (a)Notwithstanding any other provision in this Article 6,
in accordance with Section 704(c) of  13


the Code and the
Regulations promulgated thereunder, income, gain, loss and deduction with
respect to any property contributed to the capital of the Partnership shall,
solely for tax purposes, be allocated among the Partners so as to take account
of any variation between the adjusted basis of such property to the Partnership
for federal income tax purposes and its Gross Asset Value on the date of
contribution.  (b)If, under Regulations Section 1.704-1(b)(2)(iv)(f), Partnership property that has been
revalued is properly reflected in the Capital Accounts and on the books of the
Partnership at a Gross Asset Value that differs from the adjusted tax basis of
such property, then depreciation, depletion, amortization and gain or loss with
respect to such property shall be shared among the Partners in a manner that
takes account of the variation between the adjusted tax basis of such property
and its Gross Asset Value in the same manner as variations between the adjusted
tax basis and Gross Asset Value of property contributed to the Partnership are
taken into account (as provided in the preceding paragraph) in determining the
Partners shares of tax items under Section 704(c) of the Code.  6.7Allocations for Tax Purposes Only.Allocations pursuant to Section 6.6 are solely for purposes of
federal, state and local taxes.  As such,
they shall not affect or in any way be taken into account in computing a
Partners Capital Account or share of profits, losses or other items of
distributions pursuant to any provision of this Agreement.  6.8Other Allocation Rules.Except as may otherwise be provided herein, whenever a proportionate
part of Net Profits or Net Losses of the Partnership is credited or charged to
a Partners Capital Account for any Fiscal Year, every item of income gain,
loss or deduction entering into the computation thereof shall be considered
either credited or charged, as the case may be, on every item of credit or
tax  preference related thereto and
applicable to such Fiscal Year shall be allocated to, such Capital Account in
the same proportion.  Upon any change in
the relative interests of the Partners in the Partnership, whether by reason of
the admission or withdrawal of a Partner, the transfer by any Partner of all or
any part of its interest, or otherwise, the Partners shares of all Partnership
items shall be determined by reference to any method acceptable under the Regulations
under Section 706 of the Code, as determined by the General Partner.  6.9Allocations in Accordance with
Capital Accounts.The income, gains, losses, deductions and
expenses of the Partnership shall be allocated, for federal, state and local income
tax purposes, among the Partners in accordance with the allocation of
corresponding items of income, gains, losses, deductions and expenses among the
Partnerships for computing their Capital Accounts, except that if any such
allocation is not permitted by the Code or other applicable law, the Companys
subsequent income, gains, losses, deductions and expenses shall be allocated
among the Partners so as to reflect as nearly as possible the allocation set
forth herein in computing their Capital Accounts.  7.Status of the Limited Partners.  7.1The Limited Partners shall not be bound by, or be
personally liable for, the expenses, liabilities or obligations of the
Partnership.  7.2No Limited Partner (other than the General Partner in
its capacity as such) shall take part in or interfere in any manner with the
operation, management, conduct or control of the business of the Partnership or
have any right or authority to act for or bind the Partnership.  7.3No Limited Partner shall have the right to require partition
of the Partnerships interest in any real property or to compel any sale or
appraisal of the Partnerships assets.  7.4Rights of Limited Partners Relating
to the Partnership.Each Limited Partner shall have the right
as to each Fiscal Year (or portion thereof) that the Partnership is classified
as a partnership for federal, state or local income tax purposes, to obtain a
copy of the Partnerships federal, state and local income tax returns for that
Fiscal Year.  14


8.Rights, Powers and Duties of the
General Partner.  8.1Management.  (a)Subject to the other provisions of this Agreement, the
conduct and control of the business and affairs of the Limited Partnership
shall be vested exclusively in the General Partner, which shall have all powers
necessary or incidental to such conduct or control.  It is the intention of the Partners that the
General Partner have sole responsibility for the management of the business and
affairs of the Partnership.  The General
Partner shall act with respect to the Partnership through a Board of Directors
(the Partnership Board), which shall consist of not less than one and not
more than three directors.  The member(s) of
the Partnership Board shall be elected by the General Partner and shall serve
at the pleasure of the General Partner until their resignation or removal.  The Partnership Board shall be elected by the
General Partner in the same manner as members of a board of directors of a
Delaware corporation may be elected by its holders of common stock, and the
Partnership Board shall function in the same manner, and shall have the same
authority, as a board of directors of a Delaware corporation, in each case as
provided in the Delaware General Corporation Law (DGCL).  (b)Subject to the express provisions of this Agreement,
including Section 8.3, the General Partner shall have a fiduciary duty as
General Partner to the Limited Partners, and the General Partner (and the
Partnership Board through which it acts) shall exercise its power and authority
only in such manner as is consistent with such fiduciary duty.  The duty of the General Partner (and the
Partnership Board through which it acts) to the Limited Partners shall be
construed as if the Partnership were a corporation organized under the DGCL and
the Limited Partners were stockholders of that corporation.  Notwithstanding the provisions of this Section 8.1,
if there is any conflict between the interests of the Limited Partners and the
holders of Common Stock, the Board of Directors may, in the exercise of its
business judgment, cause the Company and the General Partner to act in the best
interests of the holders of the Common Stock.  8.2Powers.The powers of the General Partner  (and the Partnership Board through which it
acts) shall include, but not be limited to, the following:  (a)The General Partner may cause the
Partnership to acquire, hold and sell real and personal property (including,
but not limited to, shares of stock, bonds, general and limited partnership
interests and any other tangible or intangible interests), construct or cause
the construction of improvements upon real property, borrow money and enter
into credit agreements respecting the borrowing of money and the issuance of
promissory notes or commercial paper (whether or not supported by letters of
credit or guaranties), mortgage or pledge all or any part or parts of the
Partnership property, guarantee the indebtedness of others (including, but not
limited to, indebtedness of affiliates) and acquire, make or invest in loans
(including, but not limited to, loans of affiliates) which may or may not be
secured by real and personal property.  (b)The General Partner may cause the Partnership to
employ Persons and organizations, including Persons or organizations with whom
or which it may be associated, or which it directly or indirectly owns or
controls, to provide managerial and other services to and for any Partnership
property and the Partnership.  (c)The General Partner may cause the Partnership to sell,
transfer, convey or lease all or any part or parts of the Partnership property
for cash or securities, or any combination of cash and securities, upon such
terms and conditions as it from time to time may determine.  (d)The General Partner may cause the Partnership to
acquire, lease or manage any real or personal property at such price, for cash,
securities or other property and upon such terms as the General Partner, in its
sole discretion, deems proper.  (e)The General Partner may cause the Partnership to enter
into agreements and execute instruments in the name of the Partnership relating
to other matters on such terms as it may  15


determine
advisable and may cause the Partnership to do any other acts which they deem
necessary or appropriate to the operation of the business and affairs of the
Partnership.  The General Partner shall
have the authority to bind the Partnership in its sole discretion and without
the consent of any Limited Partner.  (f)The General Partner may determine, at any time, in its
sole discretion, to change the classification of the Partnership for federal,
state or local income tax purposes and, upon such determination, to take such
steps as it deems necessary or appropriate to effect such change.  The Limited Partners hereby agree to
cooperate with, consent to, and take all steps deemed necessary by the General
Partner to effect such a change.  Any
third party dealing with the Partnership may rely conclusively on the authority
of the General Partner to bind the Partnership.  8.3Reimbursement
of the General Partner and the Company.  (a)Except as provided in this Section 8.3 and
elsewhere in this Agreement (including the provisions of Articles 5 and 6
regarding distributions, payments and allocations to which it may be entitled),
the General Partner shall not be compensated for its services as general
partner of the Partnership.  (b)The General Partner shall be reimbursed on a monthly
basis, or such other basis as it may determine in its sole discretion, for all
expenses that it incurs relating to the ownership and operation of, or for the
benefit of, the Partnership (including, without limitation, (i) expenses
relating to the ownership of interest in and operation of the Partnership or
any of its subsidiaries, (ii) compensation of the Companys officers and
employees including, without limitation, payments under the General Partners
stock incentive plans that provides for stock units, or other phantom stock,
pursuant to which employees of the General Partner will receive payments based
upon dividends on or the value of Common Stock, (iii) director fees and
expenses and (iv) all costs and expenses of being a public company,
including costs of filings with the Securities and Exchange Commission, reports
and other distributions to its stockholders). 
The Partners acknowledge that all such expenses of the General Partner
are deemed to be for the benefit of the Partnership.  Such reimbursement shall be in addition to
any reimbursement made as a result of indemnification pursuant to Article 9.  (c)As set forth in Section 3.4, the Company shall be
treated as having made a Capital Contribution in the amount of all expenses
that it incurs relating to the Companys initial public offering of Common
Stock.  (d)In the event that the Company shall elect to purchase
from its stockholders Common Stock for the purpose of delivering such Common
Stock to satisfy an obligation under any employee stock purchase plan adopted
by the Company, or any similar obligation or arrangement undertaken by the
Company in the future or for the purpose of retiring such Common Stock, the
purchase price paid by the Company for such Common Stock and any other expenses
incurred by the Company in connection with such purchase shall be considered
expenses of the Partnership and shall be advanced to the Company or reimbursed
to the Company, subject to the condition that: (i) if such Common Stock
subsequently is sold by the Company, the Company shall pay to the Partnership
any proceeds received by the Company for such Common Stock; and (ii) if
such Common Stock is not retransferred by the Company within 30 days after the
purchase thereof, or the Company otherwise determines not to retransfer such
Common Stock, the General Partner shall cause the Partnership to redeem a
number of Units held by the Company, as a Limited Partner, equal to the number
of shares of Common Stock purchased by the Company (in which case such
advancement or reimbursement of expenses shall be treated as having been made
as a distribution in redemption of such number of Units held by the Company).  8.4Other Activities.The General Partner shall devote such effort to the
business of the Partnership as it, in its sole discretion, deems to be necessary
to properly conduct the business of the  16


Partnership.  The General Partner and the Company may
engage in any other business activities, whether or not competitive with the
business of the Partnership, and neither the Partnership nor the Limited
Partners shall have any rights in respect of any such activity.  Nothing in this Agreement shall be construed
to limit the right of the General Partner, the Company or their Affiliates from
engaging in any business ventures or investments other than the Partnership.  8.5Liability of the General Partner.Notwithstanding anything to the contrary set forth in this Agreement,
the General Partner and its officers and directors shall not be liable for
monetary damages to the Partnership or any Partners for losses sustained or
liabilities incurred as a result of errors in judgment or of any act or
omission if the General Partner acted in good faith.  9.Indemnification.Except as otherwise provided in this Agreement, the Partnership shall
indemnify, defend and hold the General Partner, the Partnership Board member(s) and
their respective agents, officers, employees, administrators, directors and
successors (collectively, theIndemnitees) harmless from and against any loss,
liability, damage, cost or expense (including reasonable attorneys fees and
litigation costs) sustained or incurred as a result of any act, decision or
omission concerning the business or activities of the Partnership or the
General Partner, provided, that
the Indemnitee is not guilty of willful misconduct and was acting in good faith
within what the Indemnitee reasonably believed to be the scope of its, his, her
or their authority for a purpose which it, he, she or they reasonably believed
to be not opposed to the interests of the Partnership.  10.Transfer of Units; Withdrawal.  10.1Transfer Restrictions.No Partner shall have the right or power (a) directly
or indirectly, to sell, assign, transfer, give, hypothecate, pledge, encumber
or otherwise dispose of all or any of its Units (a Transfer), or (b) to withdraw prior to the dissolution
or winding up of the Partnership, in each case without the prior written
consent of the General Partner.  The term
Transferdoes not include any
redemption of the Partnership Interest by the Partnership from a Limited
Partner or any acquisition of Units from a Limited Partner by the Company
pursuant to Exhibit I.  The General
Partner may, in its sole discretion, enter into one or more agreements with
Limited Partners that permit the Transfer of Units in accordance with the
provisions of such agreement(s).  10.2Permitted Transfers.The restrictions contained in Section 10.1 shall not apply with
respect to (a) any Transfer of Units by a Partner to or among its
Affiliates, (b) any Transfer of Units by any Limited Partner to any other
Limited Partner or an Affiliate of a Limited Partner, (c) any Transfer of
Units to a member of the Initial Investor Group, or (d) a pledge of Units
to secure indebtedness of the Limited Partner, provided,that the transferee of such Units, if not already a party to this
Agreement, shall have agreed in writing to become a party to this Agreement as
a Limited Partner.  10.3Transfer of the Companys General
Partner Interest and Limited Partner Interest; Merger.  (a)The General Partner may not Transfer any of its
General Partner Interest or withdraw as General Partner, or Transfer any of its
Limited Partner Interest, or engage in a Merger, except:  (i)a Transfer of the General Partner
Interest to the Company;  (ii)a Transfer of Limited Partner Interests to an
Affiliate, provided, that the
transferee shall have agreed in writing to become a party to this Agreement as
a Limited Partner; or  (iii)a Transfer in connection with a Merger that is subject
to, and effected in accordance with, the provisions of Article 14 and Exhibit I.  (b)A successor to all of the General Partner
Interest pursuant to Section 10.3(a) who is proposed to be admitted
as a successor General Partner shall be admitted to the Partnership as the
General  17


Partner, effective
upon such Transfer and compliance with Section 14.3(c).  Any such transferee shall carry on the
business of the Partnership without dissolution.  In each case, the admission shall be subject
to the successor General Partner executing and delivering to the Partnership an
acceptance of all of the terms and conditions of this Agreement and such other
documents or instruments as may be required to effect the admission, including,
without limitation, the Voting and Exchange Trust Agreement, if
applicable.  In the case of such
admission on any day other than the first day of the Fiscal Year, all items
attributable to the General Partner Interest for such Fiscal Year shall be
allocated between the transferring General Partner and such successor.  10.4Amendment of Agreement and
Certificate of Limited Partnership.For the admission to the Partnership of
any Partner, the General Partner shall take all steps necessary and appropriate
under the Act to amend the records of the Partnership and, if necessary, to
prepare as soon as practical an amendment of this Agreement (including an
amendment of Schedule A) and, if required by law, shall prepare and file an amendment
to the Certificate and may for this purpose exercise the power of attorney
granted pursuant to Section 2.6.  11.Books and Reports.  11.1Books and Records.Appropriate books of account and records shall be kept
by the General Partner at the principal office of the Partnership and each
Partner shall at all times have access thereto. 
The Fiscal Year of the Partnership shall end on December 31unless changed by the General Partner upon
notice to the other Partners.  The books
of account of the Partnership shall be kept on the accrual basis for federal
income tax purposes.  A copy of the
balance sheet of the Partnership as of the end of each Fiscal Year and a
statement showing the profit and loss of the Partnership for that year,
prepared in accordance with generally accepted accounting principles and, if an
audit is conducted, accompanied by the report thereon of such accounting firm,
shall be delivered to each Partner promptly after the preparation thereof.  11.2Tax Elections.All elections, consents or revocations of elections
and consents required or permitted to be made by the Partnership under the Code
shall be made on behalf of the Partnership by the General Partner, in such a
manner as the General Partner shall, in its sole discretion, determine.  All determinations made on behalf of the
Partnership by the General Partner with respect to the treatment of any item or
its allocation for federal, state or local tax purposes shall be binding upon
all of the Partners unless the determination is inconsistent with any express
provision of this Agreement.  The General
Partner shall cause the Partnership to make the election provided for under Section 754
of the Code.  11.3Tax Matters Partner.The General Partner is hereby designated the Tax
Matters Partner in accordance with Section 6231(a)(7) of the Code.  12.Termination.  12.1Distribution of Assets.Upon termination of the Partnership, the assets of the
Partnership shall be liquidated and the proceeds applied as follows:  (a)first, to the payment in full of the Partnerships
debts and obligations (including the expenses of liquidation), other than those
due to the Partners;  (b)then, to the payment of any liabilities of the
Partnership to the Partners, other than those in respect of their contributions
to the capital of the Partnership and their share of the profits; and  (c)then, to the Partners in accordance with the
provisions of Section 5.2.  12.2Termination.The Partnership shall be terminated and wound up on
the first to occur of (a) the election by all of the Partners, (b) a
decree of judicial dissolution entered in accordance with applicable law, (c) December 15,
2095, or (d) an event of withdrawal, as defined in Section 402 of the  18


Act or any successor
statute, occurs (including, without limitation, any of the following by or with
respect to the General Partner which constitutes an event of withdrawal:  withdrawal from the Partnership, whether by
retirement, resignation or expulsion; assignment of its entire interest in the
Partnership other than as permitted by Section 10.3; assignment for the
benefit of creditors; filing of a petition in bankruptcy; bankruptcy or
insolvency; commencement of a proceeding seeking reorganization, arrangement,
dissolution or similar relief; dissolution; or winding up), unless an election
to continue the Partnership is made pursuant to Section 12.3.  No act by or in respect of a Limited Partner
(including, without limitation, those enumerated in the parenthetical clause in
the preceding sentence) shall cause the termination or dissolution of the
Partnership.  12.3Continuation of Partnership.Notwithstanding the fact that an event of withdrawal
described in Section 12.2(d) occurs with respect to a General
Partner, then the LPE Partners, acting by Consent of the LPE Partners (without
the approval of the General Partner or holder any of GPL Units), may elect in
writing, within 90 days after the event of withdrawal, to continue the
Partnership, upon the same terms and conditions as are set forth in this
Agreement.  If an event of withdrawal
occurs with respect to the General Partner and the LPE Partners elect to
continue the Partnership in accordance with this Section 12.3, the LPE
Partners, acting by Consent of the LPE Partners (without the approval of the
General Partner or holder any of GPL Units), shall elect a new General Partner
of the continued limited partnership, and the new General Partner shall be
subject to all the rights and obligations to which the prior General Partner
was subject.  No Limited Partner shall
have a right to seek or receive the return of any contribution to the
Partnership except as a result of the termination and winding up of the
Partnership.  In the event of any
election to continue the Partnership which requires amendment of this
Agreement, the amended agreement shall be as similar in form and substance to
this Agreement as is practicable and the continuing limited partnership shall
engage in the same business as the Partnership, employing the assets and name
of the Partnership to the extent possible.  13.No General Voting Rights; Amendment
of Partnership Agreement.  13.1No General Voting Rights. 
The LPE Partners shall have no general voting rights with respect to the
Partnership or this Agreement, and such rights are specifically reserved to the
General Partner.  The right of the LPE
Partners to consent, or to withhold consent, to any action by the General
Partner shall be as expressly set forth in Section 13.3.  13.2Amendments.The General Partner shall have the power to amend this Agreement as may
be required to facilitate or implement any of the following purposes:  (i)to add to the obligations of the General Partner or
surrender any right or power granted to the General Partner or any Affiliate of
the General Partner for the benefit of the Limited Partners;  (ii)to reflect the admission, substitution, termination,
or withdrawal of Partners in accordance with this Agreement;  (iii)to set forth and reflect in the Agreement the
designations, rights, powers, duties, and preferences of the holders of any
additional or transferred Partnership Interests as contemplated by Section 5.4
or in connection with any New Tax Guidance as contemplated by Sections 5.5;  (iv)to reflect a change that is of an inconsequential
nature and does not adversely affect the Limited Partners in any material
respect, or to cure any ambiguity, correct or supplement any provision in this
Agreement not inconsistent with law or with other provisions, or make other
changes with respect to matters arising under this Agreement that will not be
inconsistent with law or with the provisions of this Agreement; and  (v)to satisfy any requirements, conditions or guidelines
contained in any order, directive, opinion, ruling or regulation of a federal
or state agency or contained in federal or state law.  19


The General Partner shall provide notice to the
Limited Partners when any action under this Section 13.2 is taken.  13.3Withholding Consent  Notwithstanding Section 13.2:  (a)This Agreement shall not be amended without the
Consent of each Partner adversely affected if such amendment would (i) convert
a Limited Partners interest in the Partnership into a General Partner
interest, (ii) modify the limited liability of a Limited Partner in a
manner adverse to such Limited Partner, (iii) alter rights of the Partner
(other than as a result of the issuance of Partnership Interests) to receive
distributions pursuant to Article 5 or Exhibit I or the allocations
specified in Article 6 (except as permitted pursuant to Section 4.2
and Sections 5.4 and 5.5), (iv) alter or modify the provisions of Exhibit I
in a manner adverse to such Partner; or (v) amend this Section 13.3,
and  (b)The Partnership may not enter into any merger or
consolidation or convert into any other form of business entity without the
consent of each Partner affected thereby.  14.Covenants Regarding LP Exchangeable
Units.  14.1Covenants of the Company.For so long as any LP Exchangeable Units are
outstanding, the Company:  (a)will not declare or pay any dividend on Common Stock
unless the Partnership shall simultaneously declare or pay, as the case may be,
an economically equivalent distribution on the LP Exchangeable Units and the
Partnership shall have sufficient money or other assets available to enable the
due distribution and the due and punctual payment, in accordance with
applicable law, of any such distribution on the LP Exchangeable Units, all as provided
in this Agreement;  (b)shall take all such other actions as are reasonably
necessary, in cooperation with the Partnership, to ensure that the respective
declaration date, record date and payment date for a distribution on the LP
Exchangeable Units shall be the same as the declaration date, record date and
payment date for the corresponding dividend on the Common Stock;  (c)take all such actions as are reasonably necessary or
desirable to enable and permit the Partnership, in accordance with applicable
law, to pay and otherwise perform its obligations as set forth in the
Exchangeable Unit Provisions, including, without limitation, all such actions
as are necessary or desirable to enable and permit the Partnership to cause to
be delivered Common Stock to the holders of LP Exchangeable Units in accordance
with the provisions of the Exchangeable Unit Provisions; and  (d)not exercise its control as the General Partner of the
Partnership to initiate the voluntary liquidation, dissolution or winding up of
the Partnership (or any other distribution of the assets of the Partnership
among its Unitholders for the purpose of winding-up its affairs), nor take any
action or omit to take any action that is designed to result in the
liquidation, dissolution or winding-up of the Partnership or any other
distribution of the assets of the Partnership among its Unitholders for the
purpose of winding up its affairs.  Without limiting
the foregoing, if the Partnership fails to make any distribution on the LP
Exchangeable Units as provided in this Agreement, the Company shall be
obligated to make such payment immediately and, if the Company does not make
such payment, any LPE Partner may bring an action directly against the Company
for the payment of all amounts due and payable. 
The provisions of this paragraph are intended by the Company and the LPE
Partners to constitute a full and unconditional guarantee of the LP
Exchangeable Units for purposes of Rule 3-10(h) of Regulation S-X
promulgated under the federal securities laws.  20


14.2        Reservation of Common Stock.The Company hereby represents, warrants and covenants in favor of the
Partnership that the Company has reserved for issuance and will, at all times
while any LP Exchangeable Units are outstanding, keep available, free from
pre-emptive and other rights, out of its authorized and unissued capital stock,
such number of shares of Class B Common Stock (and shares of Class A
Common Stock or other shares or securities into which such shares of Class B
Common Stock are convertible) (or other shares or securities into which shares
of Class B Common Stock may be reclassified or changed as contemplated by Section 14.5,
without duplication, (a) as is equal to the sum of (i) the number of
LP Exchangeable Units issued and outstanding from time to time and (b) as
are now and may hereafter be required to enable and permit the Company to meet
its obligations under the Voting and Exchange Trust Agreement and under any
other security or commitment pursuant to which the Company may now or hereafter
be required to issue shares of Class B Common Stock (or such other shares
or securities) and to enable and permit the Partnership to meet its obligations
hereunder and under the Exchangeable Unit Provisions.  14.3        Contribution of Class B Common
Stock to the Partnership.In furtherance of its
obligations under Section 14.1(c) hereof, upon notice from the
Partnership of any event that requires the Partnership to cause shares of Class B
Common Stock to be delivered to any holder of LP Exchangeable Units, the
Company shall forthwith issue and deliver or cause to be delivered to the
Partnership (or as the Partnership shall direct) the requisite number of shares
of Class B Common Stock to be received by, and issued to or to the order
of, the former holder of the surrendered LP Exchangeable Units. All such shares
of Class B Common Stock shall be duly authorized and validly issued as
fully paid and non-assessable and shall be free and clear of any lien, claim or
encumbrance.  The issuance and delivery
of each such share of Class B Common Stock shall be deemed to constitute a
capital contribution of such share to the Partnership, and the Partnership
shall issue to the Company one GPL Unit in accordance with Section 3.3.  14.4        Registration of Class B Common
Stock.If any shares of Class B Common Stock
(or other shares or securities into which shares of Class B Common Stock
may be reclassified or changed as contemplated by Section 14.5 to be
issued and delivered hereunder), require registration or qualification with or
approval of or the filing of any document, including any prospectus or similar
document or the taking of any proceeding with or the obtaining of any order,
ruling or consent from any governmental or regulatory authority under any
federal or state securities or other law or regulation or pursuant to the rules and
regulations of any securities or other regulatory authority or the fulfillment
of any other legal requirement before such shares (or such other shares or
securities) may be issued by the Company and delivered by the Company at the
direction or the Partnership, if applicable, to the holder of surrendered LP
Exchangeable Units), the Company will in good faith expeditiously take all such
actions and do all such things as are necessary or desirable to cause such
shares of Class B Common Stock (or such other shares or securities) to be
and remain duly registered, qualified or approved.  The parties acknowledge that the foregoing
does not require the Company to take action in order that the shares of Class B
Common Stock (or such other shares or securities), or the shares of Class A
Common Stock issuable on conversion thereof, may be freely traded thereafter,
without further registration, qualification or approval.  14.5        Economic Equivalence.For so long as any LP Exchangeable Units are
outstanding, the Company will not take any of the following actions:  (a)           reclassify or otherwise change Class B
Common Stock or effect a merger, reorganization or other transaction affecting
shares of Class B Common Stock other than in accordance with Section 14.7;  (b)           issue or distribute rights, options
or warrants to the holders of all or substantially all of the outstanding
shares of Common Stock entitling them to subscribe for or to purchase shares of
Common Stock (or securities exchangeable for or convertible into or carrying
rights to acquire shares of Common Stock);  (c)           issue or distribute to the holders of
all or substantially all of the outstanding Common  21


Stock (i) shares
or securities of the Company of any class other than Class A Common Stock
or Class B Common Stock (other than shares convertible into or
exchangeable for or carrying rights to acquire Common Stock); (ii) rights,
options or warrants other than those referred to above; (iii) evidences of
indebtedness of the Company; or (iv) assets of the Company;  (d)           subdivide, redivide or change the
number of outstanding shares of Common Stock into a greater number of shares of
Common Stock; or  (e)           reduce, combine, consolidate or
change the number of outstanding shares of Common Stock into a lesser number of
shares of Common Stock;  unless, in each case, the
Partnership effects the same or an economically equivalent reclassification,
change, issuance or distribution shall simultaneously be made to, or in the
rights of the holders of, the LP Exchangeable Units.  The General Partner shall determine, in good
faith and in its reasonable business judgment, with assistance of such
reputable and qualified financial advisors and/or such experts as the General
Partner may require, economic equivalence and each such determination shall be
conclusive and binding on the Company, as provided in the Exchangeable Unit
Provisions.  The Company will
ensure that the record date for any event referred to in this Section 14.5,
or (if no record date is applicable for such event) the effective date for any
such event, is not less than five Business Days after the date on which such
event is declared or announced by the Company (with contemporaneous
notification thereof by the Company to the Partnership).  14.6        Tender Offers.For so long as any LP Exchangeable Units are outstanding:  (a)           No tender offer, share exchange
offer, issuer bid, take-over bid or similar transaction with respect to the
Common Stock (an Offer) will be
proposed or recommended by the Company or the Board of Directors or otherwise
effected with the consent or approval of the Board of Directors unless the
holders of LP Exchangeable Units participate in such Offer to the same extent
and on an economically equivalent basis as the holders of shares of Common
Stock, without discrimination. Without limiting the generality of the
foregoing, except as may be required in order to permit the Board of Directors
to fulfill its fiduciary duties under applicable law, neither the Company nor
the Board of Directors will approve or recommend any Offer or take any action
in furtherance of an Offer unless the holders of LP Exchangeable Units may
participate in such Offer without being required to exchange LP Exchangeable
Units.  (b)           In the case of an Offer or an
Exclusionary Offer, the Company will use its commercially reasonable efforts
expeditiously and in good faith to put in place procedures, or to cause the
Transfer Agent to put in place procedures, to enable holders of LP Exchangeable
Units to participate in each such Offer without being required to exchange LP
Exchangeable Units as against the Partnership (or, if so required, to ensure
that any such exchange shall be conditional upon and shall only be effective if
the Common Stock tendered or deposited under such Offer is purchased by the
offeror).  14.7        Mergers or Similar Transactions.For so long as any LP Exchangeable Units are outstanding:  (a)           No transaction or series of
transactions (a Merger) (whether
by way of reorganization, consolidation, merger, transfer, sale, lease or
otherwise) whereby all or substantially all of the Companys undertaking,
property and assets would become the property of any other Person or, in the
case of a merger, of the continuing entity resulting therefrom, will be
proposed or recommended by the Company or the Board of Directors or otherwise
effected with the consent or approval of the Board of Directors unless the
holders of LP Exchangeable Units may participate in such Merger to the same
extent and on an economically equivalent basis as the holders of shares of
Common Stock, without discrimination. Without limiting the generality of the
foregoing, except as may be required in order to permit the Board of Directors
to fulfill its fiduciary duties under applicable law, neither the Company nor
the Board of Directors will approve or recommend any  22


Merger or take any
action in furtherance of a Merger unless the holders of LP Exchangeable Units
may participate in such Merger without being required to exchange LP
Exchangeable Units for Class B Common Stock.  (b)           In the case of a Merger, the Company
will use its commercially reasonable efforts expeditiously and in good faith to
put in place procedures, or to cause the Transfer Agent to put in place
procedures, to enable holders of LP Exchangeable Units to participate in such
Merger without being required to exchange LP Exchangeable Units for Class B
Common Stock (or, if so required, to ensure that any such exchange shall be
conditional upon and shall only be effective when the Merger is effective and
the holders of Common Stock are entitled to receive the consideration payable
upon consummation of the Merger).  (c)           In addition to the provisions of
Sections 14.7(a) and (b), if a Merger that is a tax-free reorganization
under Section 368 of the Code (a Section 368
Transaction) will be consummated when the Partnership is classified
as a partnership for federal income tax purposes, then the Company will use its
commercially reasonable efforts to structure the Merger so that:  (i)            The Partnership continues to be a
subsidiary of the Company or the Successor;  (ii)           effective
upon the consummation of the Merger, (x) each LP Exchangeable Unit is
exchangeable for the securities and other consideration payable in the Merger
with respect to a share of Class B Common Stock (or, if there is not then
any Class B Common Stock outstanding, a share of Class A Common Stock),
and (y) any consideration that is deemed to be a declared and unpaid
distribution shall be distributed to holders of LP Exchangeable Units, all in
accordance with Section 14.10 and Article 8 of the Exchangeable Unit
Provisions;  (iii)          the
Successor complies with the provisions of Section 10.3(b); and  (iv)          the
Merger is on such terms and conditions so as substantially to preserve and not
to impair in any material respect any of the rights, duties, powers and
authorities of the other parties hereunder.  14.8        Company as General Partner.Subject to Section 14.7, the Company covenants and agrees that, as
long as any outstanding LP Exchangeable Units are owned by any Person other
than the Company or any of its Affiliates, the Company will be and remain the
General Partner or will own all of the capital stock of the General Partner.  14.9        FIRPTA Status.The Company covenants and agrees that it will take all
reasonable steps within its control necessary to ensure that it will not become
a United States real property holding corporation within the meaning of Section 897(c)(2) of
the Code.  14.10      Changes in Capital of the Company and the
Partnership.At all times after the occurrence of any
event contemplated pursuant to Sections 14.5, 14.6 or 14.7 or otherwise, as a
result of which the Class B Common Stock or any of the LP Exchangeable
Units, or both, are in any way changed, this Agreement shall forthwith be
amended and modified as necessary in order that it shall apply with full force
and effect, to all new securities into which Class B Common Stock or the
LP Exchangeable Units, or both, are so changed and the parties hereto shall
execute and deliver an agreement in writing giving effect to and evidencing
such necessary amendments and modifications.  14.11      Wholly-Owned Subsidiaries.Nothing herein shall be construed as preventing the merger of any
wholly-owned direct or indirect subsidiary of the Company (other than the
Partnership) with or into the Company or the winding-up, liquidation or dissolution
of any wholly-owned direct or indirect subsidiary of the Company (other than
the Partnership), providedthat
all of the assets of such subsidiary are transferred to the Company or another
wholly-owned direct or indirect subsidiary of the Company, or  23


any other distribution of
the assets of any wholly-owned direct or indirect subsidiary of the Company
among its stockholders.  15.          Miscellaneous.  15.1        Entire Agreement.This Agreement represents the entire agreement among
the parties with respect to its subject matter and cannot be changed or
terminated except as provided in Article 13.  15.2        Counterparts.This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.  15.3        Applicable Law.The Partnership is formed under, and this Agreement
shall be governed by and construed in accordance with, the laws of the State of
Delaware applicable to agreements made and to be performed therein.  15.4        Notices.All notices
and other communications under this Agreement shall be in writing and shall be
considered given when delivered personally (including delivery or facsimile),
mailed by registered mail (return receipt requested) or sent by overnight
courier to the parties at the appropriate address set forth on Schedule A
attached hereto or, as to the Company, as follows (or, as to any party, at such
other address as such party may specify by notice pursuant to this provision):  If to the Company:
  Emergency Medical
  Services Corporation6200 S. Syracuse WayGreenwood Village, CO
  80111Attention: General
  CounselFax: (303) 495-1466with a copy to:
  Kaye Scholer LLP425 Park AvenueNew York, New York 10022Attention: Joel I. Greenbergand Lynn Toby FisherFax: (212) 836-8689  15.5        Headings.The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or interpretation
of this Agreement.  15.6        Invalidity of Provisions.If
any provision of this Agreement is invalid or unenforceable, such provision
shall be deemed to be modified so as to constitute a provision conforming as
nearly as possible to the original provision while still remaining valid and
enforceable, and the balance of this Agreement shall remain in effect.  IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year first
above written.  24


GENERAL PARTNER:Emergency Medical
  Services CorporationBy:Name:
  Todd G. ZimmermanTitle:
  SecretaryLIMITED PARTNERS:ONEX PARTNERS LLCBy:Name:
  Donald F. WestTitle:
  DirectorBy:Name:
  Robert M. Le BlancTitle:
  DirectorONEX US PRINCIPALS LPBy:
  Onex American Holdings
  GP LLC, its General PartnerBy:Name:
  Donald F. WestTitle:
  RepresentativeBy:Name:
  Robert M. Le BlancTitle:
  RepresentativeEMS EXECUTIVE INVESTCO
  LLCBy:Name:
  Donald F. WestTitle:
  Director  [Signature Page to Amended and
Restated Agreement of Limited Partnership of Emergency Medical Services
L.P.]  25


ONEX EMSC CO-INVEST LPBy:
  Onex Partners GP LP,
  its General PartnerBy:
  Onex Partners Manager
  LP, its AgentBy:
  Onex Partners Manager
  GP Inc., its General PartnerBy:Name:
  Robert M. Le BlancTitle:
  Managing DirectorBy:Name:
  Donald F. WestTitle:
  Vice PresidentONEX PARTNERS LPBy:
  Onex Partners GP LP,
  its General PartnerBy:
  Onex Partners Manager
  LP, its AgentBy:
  Onex Partners Manager
  GP Inc., its General PartnerBy:Name:
  Robert M. Le BlancTitle:
  Managing DirectorBy:Name:
  Donald F. WestTitle:
  Vice President  [Signature Page to Amended and
Restated Agreement of Limited Partnership of Emergency Medical Services L.P.]  26


ONEX PARTNERS LPBy:
  Onex Partners GP LP,
  its General PartnerBy:
  Onex Partners GP Inc.,
  its General PartnerBy:Name:
  Robert M. Le BlancTitle:
  PresidentBy:Name:
  Anthony MunkTitle:
  Vice PresidentONEX EMSC CO-INVEST LPBy:
  Onex Partners GP LP,
  its General PartnerBy:
  Onex Partners GP Inc.,
  its General PartnerBy:Name:
  Robert M. Le BlancTitle:
  PresidentBy:Name:
  Anthony MunkTitle:
  Vice President  [Signature Page to Amended and
Restated Agreement of Limited Partnership of Emergency Medical Services L.P.]  27


Schedule
A  Partners
and Outstanding Units  Number of
  Units/ClassPartner
  
  Effective
  Time
  
  Upon
  Consummation of 
  Companys Initial Public 
  Offering*Emergency Medical Services Corporation,General Partner
  6200 S. Syracuse Way - Suite 200
  Greenwood Village, CO 80111-4737
  
  30 GP Units
  
  45 GP UnitsEmergency Medical Services Corporation,Limited Partner
  6200 S. Syracuse Way - Suite 200
  Greenwood Village, CO 80111-4737
  
  860,580 GPL Units
  
  9,390,870
  GPL UnitsOnex Partners LP,
  Limited Partner
  712 5th Avenue
  40th Floor
  New York, NY 10019
  
  11,484,482
  LP Exchangeable Units
  
  17,226,723
  LP Exchangeable UnitsOnex Partners LLC
  421 Leader Street
  Marion, OH 43302
  
  7,404,616
  LP Exchangeable Units
  
  11,106,924
  LP Exchangeable UnitsOnex EMSC Co-Invest LP
  712 5th Avenue
  40th Floor
  New York, NY 10019
  
  1,896,570
  LP Exchangeable Units
  
  2,844,855
  LP Exchangeable UnitsEMS Executive Investco
  LLC, Limited Partner
  421 Leader St.
  Marion, OH 43302
  
  426,433
  LP Exchangeable Units
  
  639,649
  LP Exchangeable UnitsOnex US Principals LP,
  Limited Partner
  421 Leader Street
  Marion, OH 43302
  
  192,900
  LP Exchangeable Units
  
  289,349
  LP Exchangeable Units  
 *              Gives effect to the 1.5-for-1 stock split effected
immediately prior to the closing of the Companys initial public offering.  28


EXHIBIT
I TO SECOND AMENDED AND
RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF EMERGENCY MEDICAL
SERVICES L.P.  PROVISIONS
ATTACHING TO LP EXCHANGEABLE UNITS  ARTICLE 1 DEFINITIONS  AGREEMENT means the
Second Amended and Restated Agreement of Limited Partnership of Emergency
Medical Services L.P., as it may be amended, restated or supplemented from time
to time.  BUSINESS DAY means any
day other than a Saturday, a Sunday or a day on which commercial banks in New
York, New York are authorized or obligated by law or executive order to close.  BOARD OF DIRECTORS
means the board of directors of the Company.  CLASS A COMMON
STOCK means shares of the Companys Class A common stock, par value $.01,
and any shares into which such securities may be changed.  CLASS B COMMON
STOCK means the shares of the Companys Class B common stock, par value
$0.01, and any shares into which such securities may be changed. From and after
a Section 368 Transaction which complied with subparagraphs (i), (ii), (iii) and
(iv) of Section 14.7(c) of the Agreement, CLASS B COMMON
STOCK means the securities and other consideration payable in the Merger with
respect to a share of Class B Common Stock (or, if there is not then any Class B
Common Stock outstanding, a share of Class A Common Stock).  COMMON STOCK means the Class A
Common Stock and the Class B Common Stock.  CURRENT MARKET PRICE
means, in respect of a share of Common Stock on any date, the average of the
closing bid and asked prices of Class A Common Stock during a period of 20
consecutive trading days ending not more than three trading days before such
date on the NYSE, or, if the Class A Common Stock is not then listed on
the NYSE, on such other stock exchange or automated quotation system on which
the shares of Class A Common Stock is listed or quoted, as the case may
be, as may be selected by the Board of Directors for such purpose; provided,
however, that if, in the opinion of the Board of Directors, the public
distribution or trading activity of the Class A Common Stock during such
period does not create a market which reflects the fair market value of a share
of Class A Common Stock, then the Current Market Price of a share of
Common Stock shall be determined by the Board of Directors, in good faith and
in its sole discretion, and provided further that any such selection, opinion
or determination by the Board of Directors shall be conclusive and binding.  DISTRIBUTION AMOUNT
means an amount equal to, and in satisfaction of, all declared and unpaid
distributions on an LP Exchangeable Unit held by a holder on any distribution
record date which occurred prior to the date of exchange of such LP
Exchangeable Unit (whether upon liquidation, redemption or exchange).  DIVIDEND DECLARATION
DATE means the date on which the Board of Directors declares any dividend on
the Common Stock.  EXCHANGE DATE has the
meaning set forth in Section 5.1(b) of these Exchangeable Unit
Provisions.


EXCHANGE PRICE has the
meaning set forth in Section 5.1 of these Exchangeable Unit Provisions.  EXCHANGE REQUEST has
the meaning set forth in Section 5.1 of these Exchangeable Unit
Provisions.  EXCHANGED UNITS has the
meaning set forth in Section 5.1(a) of these Exchangeable Unit
Provisions.  GOVERNMENTAL ENTITY
means any (a) multinational, federal, state, regional, municipal, local or
other government, governmental or public department, central bank, court,
tribunal, arbitral body, commission, board, bureau or agency, domestic or
foreign, (b) any subdivision, agent, commission, board, or authority of
any of the foregoing, or (c) any quasi-governmental or private body
exercising any regulatory, expropriation or taxing authority under or for the
account of any of the foregoing.  HOLDERS means, when
used with reference to the LP Exchangeable Units, the holders of LP
Exchangeable Units shown from time to time in the register maintained by or on
behalf of the Partnership in respect of the LP Exchangeable Units.  LIQUIDATION AMOUNT has
the meaning set forth in Section 4.1 of these Exchangeable Unit
Provisions.  LIQUIDATION DATE has
the meaning set forth in Section 4.1 of these Exchangeable Unit
Provisions.  NYSE means the New York
Stock Exchange.  REDEMPTION DATE means
the date, if any, established by the General Partner for the redemption by the
Partnership of all but not less than all of the outstanding LP Exchangeable
Units pursuant to Article 6 of these LP Exchangeable Unit Provisions,
which date shall be no earlier than December     ,
2045, unless there are outstanding fewer than 5% of the actual number of LP
Exchangeable Units outstanding (other than LP Exchangeable Units held by the
Company and its Affiliates) as of the Effective Time, as such number of Units
may be adjusted as deemed appropriate by the General Partner to give effect to
any subdivision or consolidation or combination of, or Unit distribution on,
the LP Exchangeable Units, any issue or distribution of rights to acquire LP
Exchangeable Units or securities exchangeable for or convertible into LP
Exchangeable Units, any issue or distribution of other securities or rights or
evidences of indebtedness or assets, or any other capital reorganization or
other transaction affecting the LP Exchangeable Units), in which case the
General Partner may accelerate such redemption date for the LP Exchangeable
Units to such date prior to December     , 2045, as it
may determine, upon at least 90 days prior written notice to the holders of
the LP Exchangeable Units and the Trustee.  TRANSFER AGENT means
the General Partner or such other Person as may from time to time be appointed
by the Partnership as the registrar and transfer agent for the LP Exchangeable
Units.  TRUSTEE means Onex
Corporation or such other trustee chosen by a majority of the holders of the LP
Exchangeable Units and the Company, acting reasonably, to act as trustee under
the Voting and Exchange Trust Agreement, and any successor trustee appointed
under the Voting and Exchange Trust Agreement.  VOTING AND EXCHANGE
TRUST AGREEMENT means the Voting and Exchange Trust Agreement, dated as of December 20,
2005, among the Company, the Partnership and the Trustee.


Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth
in the Agreement.  ARTICLE 2 DISTRIBUTIONS  2.1 AMOUNT OF
DISTRIBUTIONS  Without limiting the
provisions of Article 5 of the Agreement, a holder of an LP Exchangeable
Unit shall be entitled to receive, and the General Partner shall, subject to
applicable law, on each Dividend Declaration Date, declare a distribution on
each LP Exchangeable Unit:  (a) in the case of a
cash dividend declared on the Common Stock, in an amount in cash for each LP
Exchangeable Unit equal to the cash dividend declared on each share of Common
Stock;  (b) in the case of a
stock dividend declared on the Common Stock to be paid in shares of Common
Stock, by the issue or transfer by the Partnership of such number of LP
Exchangeable Units for each LP Exchangeable Unit as is equal to the number of
shares of Common Stock to be paid on each share of Common Stock, unless in lieu
of such Unit distribution the Partnership elects to effect a corresponding and
contemporaneous and economically equivalent (as determined by the General
Partner in accordance with Section 2.5) subdivision of the outstanding LP
Exchangeable Units; or  (c) in the case of a
dividend declared on Common Stock in property other than cash or shares of
Common Stock, in such type and amount of property for each LP Exchangeable Unit
as is the same as or economically equivalent to (to be determined by the
General Partner as contemplated by Section 2.6) the type and amount of
property declared as a dividend on each share of Common Stock.  Such distributions shall
be paid out of money, assets or property of the Partnership properly applicable
to the payment of distributions, or with Units representing limited partnership
interests in the Partnership, as applicable. The holders of the LP Exchangeable
Units shall not be entitled to any distributions other than or in excess of the
distributions referred to in this Section 2.1.  2.2 PAYMENT OF
DISTRIBUTIONS  The payment of any
distribution contemplated by Section 2.1 shall be made in the same manner
as the corresponding dividend to be paid on the Common Stock.  2.3 RECORD DATE  The record date for the
determination of the holders of LP Exchangeable Units entitled to receive
payment of, and the payment date for, any distribution declared on the LP
Exchangeable Units under Section 2.1 shall be the same dates as the record
date and payment date, respectively, for the dividend declared on Common Stock.  2.4 ADDITIONAL
DISTRIBUTIONS  If on any payment date
for any distributions declared on the LP Exchangeable Units under Section 2.1
the distributions are not paid in full on all of the LP Exchangeable Units then
outstanding, any such distributions that remain unpaid shall be paid on a
subsequent date or dates determined by the General Partner on which the
Partnership shall have sufficient funds, assets or property properly applicable
to the payment of such distributions.


ARTICLE 3 CERTAIN
RESTRICTIONS  So long as any of the LP
Exchangeable Units are outstanding, the Partnership shall not issue any LP
Exchangeable Units or any other Units of the Partnership ranking equally with,
or superior to with respect to the payment of distributions or on any
liquidation distribution, the LP Exchangeable Units other than (a) by way
of Unit distributions to the holders of such LP Exchangeable Units and (b) the
issuance of GPL Units to the General Partner pursuant to Section 3.3 of
the Agreement.  ARTICLE 4 DISTRIBUTION ON
LIQUIDATION  4.1 AMOUNT OF
DISTRIBUTION  In the event of the
liquidation, dissolution or winding-up of the Partnership or any other
distribution of the assets of the Partnership among its Unitholders for the
purpose of winding up its affairs, a holder of LP Exchangeable Units shall be
entitled, subject to applicable law, to receive from the assets of the
Partnership in respect of each LP Exchangeable Unit held by such holder on the
effective date (the LIQUIDATION DATE) of such liquidation, dissolution or
winding-up, an amount per Unit (the LIQUIDATION AMOUNT) equal to the sum of (i) one
share of Class B Common Stock plus (ii) an amount equal to all
declared and unpaid distributions on each such LP Exchangeable Unit held by
such holder on any distribution record date which occurred prior to the
Liquidation Date.  4.2 DELIVERY OF
DISTRIBUTION  On or promptly after the
Liquidation Date, the Partnership shall automatically, and without any action
on the part of the holders of LP Exchangeable Units, deliver or cause to be
delivered to the holders of the LP Exchangeable Units the Liquidation Amount
for each such LP Exchangeable Unit. Payment of the total Liquidation Amount for
such LP Exchangeable Units shall be made by delivering to each holder, at the
address of the holder recorded in the register of the Partnership for the LP
Exchangeable Units or by holding for pick-up by the holder at the principal
executive office of the Company on behalf of the Partnership, certificates
representing shares of Class B Common Stock (which shares shall be duly
issued as fully paid and non-assessable and shall be free and clear of any
lien, claim or encumbrance) and a check for the balance, if any, of the total Liquidation
Amount (less any amounts withheld pursuant to Article 9). On and after the
Liquidation Date, the holders of the LP Exchangeable Units shall cease to be
holders of such LP Exchangeable Units and shall not be entitled to exercise any
of the rights of holders in respect such LP Exchangeable Units, other than the
right to receive their proportionate part of the total Liquidation Amount in
accordance with the foregoing provisions.  4.3 NO ADDITIONAL
DISTRIBUTIONS  After the Partnership has
satisfied its obligations to pay the holders of the LP Exchangeable Units the
Liquidation Amount per LP Exchangeable Unit pursuant to Sections 4.1 and 4.2 of
these Exchangeable Unit Provisions, such holders shall not be entitled to share
in any further distribution of the assets of the Partnership.  ARTICLE 5 EXCHANGE OF LP
EXCHANGEABLE UNITS  5.1 EXCHANGE PRICE  A holder of LP
Exchangeable Units shall be entitled at any time, and otherwise upon compliance
with the provisions of this Article 5, to require the Partnership to
exchange any or all of the LP Exchangeable Units registered in the name of such
holder for (i) one share of Class B Common Stock for each LP
Exchangeable Unit presented and surrendered by the holder, plus (ii) on
the designated payment date therefor, the full amount of all declared and
unpaid distributions on any such LP Exchangeable Unit held by such holder on
any distribution record date which occurred prior to the Exchange Date
(together, the EXCHANGE PRICE). To effect such exchange, the holder shall
provide written notice to the Partnership


of such holders desire
to have the Partnership exchange same (the EXCHANGE REQUEST) in the form of
Schedule I hereto or in such other form as may be acceptable to the
Partnership:  (a) specifying that the
holder desires to have all or any number specified therein of the LP
Exchangeable Units (the EXCHANGED UNITS) exchanged by the Partnership; and  (b) stating the
Business Day on which the holder desires to have the Partnership exchange the
Exchanged Units (the EXCHANGE DATE), provided, that the Exchange Date shall
be not less than two Business Days nor more than ten Business Days after the
date on which the Exchange Request is received by the Partnership, and, further
provided, that, in the event that no such Business Day is specified by the
holder in the Exchange Request, the Exchange Date shall be deemed to be the
10th Business Day after the date on which the Exchange Request is received by
the Partnership.  Notwithstanding the
provisions of clause (b), in the event of an Offer or a Merger, the Partnership
will use its commercially reasonable efforts, expeditiously and in good faith,
to put in place procedures to ensure that, if holders of LP Exchangeable Units
are required to exchange such LP Exchangeable Units to participate in the Offer
or Merger, that any such exchange shall be conditional upon, and shall only be
effective if, the shares of Class B Common Stock tendered or deposited
under such Offer are purchased by the Offeror or the holders thereof are
entitled to receive the consideration payable upon consummation of the Merger,
as applicable.  5.2 EFFECTIVE TIME  Upon receipt by the
Partnership in the manner specified in Section 5.1 of an Exchange Request,
and provided that the Exchange Request is not revoked by the holder in the
manner specified in Section 5.6, the Partnership shall exchange the
Exchanged Units effective at the close of business on the Exchange Date and
shall deliver or cause to be delivered to such holder the total Exchange Price
less any amount withheld pursuant to Article 9. If the Exchange Date is a
record date for a dividend on the Common Stock, and therefore a record date for
a distribution on the Exchanged Units, the Partnership shall effect the
exchange in a manner so that such distribution is made with respect to the
Exchanged Units and that no dividend shall be payable on the corresponding
Common Stock.  5.3 DELIVERY OF CLASS B
COMMON STOCK  The Partnership shall
deliver or cause the Transfer Agent to deliver to the relevant holder, at the
address of the holder recorded in the register of the Partnership for the LP
Exchangeable Units or at the address specified in the holders Exchange
Request, or by holding for pick-up by the holder at the principal executive
office of the Company or at any office of the Transfer Agent as may be
specified by the Partnership by notice to the holders of LP Exchangeable Units,
certificates representing the shares of Class B Common Stock (which shares
shall be duly issued as fully paid and non-assessable and shall be free and
clear of any lien, claim or encumbrance) registered in the name of the holder
or in such other name as the holder may request, and, if applicable and on or
before the payment date therefor, a check representing the aggregate
Distribution Amount, in payment of the total Exchange Price, in each case, less
any amounts withheld pursuant to Article 9, and such delivery of such
certificates and check on behalf of the Partnership or by the Transfer Agent
shall be deemed to be payment of and shall satisfy and discharge all liability
for the total Exchange Price, to the extent that the same is represented by
such share certificates and check (plus any tax deducted and withheld therefrom
and remitted to the proper tax authority).  5.4 TERMINATION OF RIGHTS  On and after the close of
business on the Exchange Date, the holder of the Exchanged Units shall cease to
be a holder of such Exchanged Units and shall not be entitled to exercise any
of the rights of a holder in respect to such Exchanged Units, other than the
right to receive the total Exchange Price (and the payment of any Distribution
Amount as and when such amount is payable). On and after the close of business
on the Exchange Date, provided that payment of the total Exchange Price and the
Distribution Amount has been made in accordance with the foregoing provisions,
the holder of the Exchanged Units


so redeemed by the
Partnership shall thereafter be considered and deemed for all purposes to be a
holder of the shares of Class B Common Stock delivered to it.  5.5 WITHDRAWAL OF
EXCHANGE REQUEST  A holder of Exchanged
Units may, by notice in writing given by the holder to the Partnership before
the close of business on the Business Day immediately preceding the Exchange
Date, withdraw its Exchange Request, in which event such Exchange Request shall
be null and void.  ARTICLE 6 REDEMPTION OF LP
EXCHANGEABLE UNITS BY THE PARTNERSHIP  6.1 REDEMPTION  Subject to applicable
law, on the Redemption Date the Partnership shall redeem all but not less than
all of the then outstanding LP Exchangeable Units for an amount per Unit equal
to the Exchange Price.  6.2 NOTICE OF REDEMPTION  In any case of a
redemption of LP Exchangeable Units under this Article 6, the Partnership
shall, at least 60 days before the Redemption Date, send or cause to be sent to
each holder of LP Exchangeable Units a notice in writing of the redemption by
the Partnership.  6.3 DELIVERY OF
REDEMPTION PRICE  On or after the
Redemption Date, the Partnership shall automatically, and without any action on
the part of the holders of the LP Exchangeable Units, deliver or cause to be
delivered to the holders of the LP Exchangeable Units to be redeemed, the
Exchange Price for each such LP Exchangeable Unit. Payment of the total Exchange
Price for such LP Exchangeable Units shall be made by delivery to each holder,
at the address of the holder recorded in the register of the Partnership or by
holding for pick-up by the holder at the principal executive office of the
Company, on behalf of the Partnership, of certificates representing shares of Class B
Common Stock (which shares shall be duly issued as fully paid and
non-assessable and shall be free and clear of any lien, claim or encumbrance)
and, if applicable and on or before the payment date therefor, a check in
payment of any Distribution Amount, in each case, less any amounts withheld
pursuant to Article 9. On and after the Redemption Date, the holders of
the LP Exchangeable Units called for redemption shall cease to be holders of
such LP Exchangeable Units and shall not be entitled to exercise any of the
rights of holders in respect to such LP Exchangeable Units, other than the
right to receive their total Exchange Price and unless payment of the total
Exchange Price for such LP Exchangeable Units shall not be made in accordance
with the foregoing provisions, in which case the rights of the holders shall
remain unaffected until the total Exchange Price has been paid in the manner
provided above.  ARTICLE 7 [INTENTIONALLY
OMITTED]  ARTICLE 8 PROVISIONS IN
RESPECT OF CERTAIN MERGERS  If the Company, at any
time after the Effective Time, consummates a Section 368 Transaction
whereby all or substantially all of its undertaking, property and assets would
become property of the continuing corporation or other entity resulting
therefrom (such other Person or continuing corporation (or, in the event of a
merger or similar transaction pursuant to which holders of Common Stock are
entitled to receive shares or other ownership interest in the capital of any
corporation or other legal entity other than such other Person or continuing
corporation, then such corporation or other legal entity in which holders of
shares in the capital of the Company are entitled to receive an interest) is
herein called the SUCCESSOR) then, provided that the Successor is bound, or
has agreed to be bound, by the provisions of the Voting and Exchange Trust
Agreement and to assume the obligations of the Company thereunder


to the satisfaction of
the General Partner, all references in these Exchangeable Unit Provisions and
the Agreement:  (a) to the Common
Stock shall be deemed to be references to the securities of the Successor which
has assumed the obligations of the Company,  (b) to declared and
unpaid distributions on an LP Exchangeable Unit shall include the amount of any
consideration other than the securities of the Successor payable in respect of
one share of Common Stock in such transaction, with a distribution date that is
the date such consideration is paid to holders of Common Stock, and  (c) to the Company
shall be to the Successor,  in each case without
amendment to these Exchangeable Unit Provisions or the Agreement or any further
action whatsoever. For greater certainty, if a transaction described in this Article 8
results in holders of LP Exchangeable Units being entitled to exchange their LP
Exchangeable Units for shares of a Successor in a different ratio than that set
out in these Exchangeable Unit Provisions, then these Exchangeable Unit
Provisions shall be deemed to be amended to refer to such different ratio(s).  ARTICLE 9 WITHHOLDING RIGHTS  The Partnership, the
Company and the Transfer Agent (in each case, the PAYER) shall be entitled to
deduct and withhold from any distribution or consideration otherwise payable to
any holder of LP Exchangeable Units (PAYEE) such amounts as the Payer is
required to deduct and withhold with respect to such payment under the United
States Internal Revenue Code of 1986 or any provision of state, local or
foreign tax law, in each case, as amended or succeeded. To the extent that
amounts are so withheld, such withheld amounts shall be treated for all
purposes as having been paid to Payee in respect of which such deduction and
withholding was made, provided that such withheld amounts are actually remitted
to the appropriate taxing authority. To the extent that the amount so required
or entitled to be deducted or withheld from any payment to a Payee exceeds the
cash portion of the consideration otherwise payable to the Payee, the Payer is
hereby authorized to sell or otherwise dispose of such portion of the
consideration as is necessary to provide sufficient funds to the Payer to
enable it to comply with such deduction or withholding requirement or
entitlement and the Payer shall notify the holder thereof and remit any
unapplied balance of the net proceeds of such sale, provided however that
nothing in this Article 9 shall reduce the Partnerships obligations under
Section 2.2.  ARTICLE 10 DELIVERY OF FORMS  The Partnership shall be
entitled to require any holder of an LP Exchangeable Unit to deliver to the
Partnership an Internal Revenue Service Form W-8BEN (or other applicable
W-8 form), or any subsequent versions thereof or successors thereto, properly
completed and duly executed by such holder claiming eligibility for a reduced
rate of or exemption from withholding on dividends under the income tax treaty
between the United States and Canada, or any successor treaty.  ARTICLE 11 CONVERSION OF LP
EXCHANGEABLE UNITS  11.1 DEFINITIONS  As used in this Article 11,
the following terms have the following meaning:  (a) CONVERSION
PERIOD means the period of time commencing on the eighth day after the Offer
Date and terminating on the Expiration Date;  (b) CONVERTED UNITS
means shares of Class A Common Stock resulting from the exchange of


LP Exchangeable Units
into shares of Class A Common Stock pursuant to Section 11.2;  (c) EXCHANGE ACT
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated form time to time thereunder;  (d) EXCLUSIONARY
OFFER means an offer to purchase shares of Class A Common Stock that:  (i) must, by reason
of applicable securities laws (including Rule 14d-10 under the Exchange
Act or any successor provisions) or the requirements of a stock exchange on
which shares of Class A Common Stock are listed, be open to all or
substantially all holders of shares of Class A Common Stock; and  (ii) is not made
concurrently with a Qualifying Class B Offer, and for the purposes of this
definition, the varying of any term of the offer for shares of Class A
Common Stock shall be deemed to constitute the making of a new offer unless an
identical variation concurrently is made to the corresponding offer to purchase
shares of Class B Common Stock or shares of Class B Common Stock and
LP Exchangeable Units;  (e) EXPIRATION DATE
means the last date upon which holders of shares of Class A Common Stock
may accept an Exclusionary Offer;  (f) OFFER DATE
means the date on which an Exclusionary Offer is made;  (g) OFFEROR means
a Person that makes an offer to purchase shares of Class A Common Stock
(the BIDDER), and includes any associate or affiliate of the bidder or any
person or company that is disclosed or required to be disclosed in the offering
document relating to such offer to be acting jointly or in concert with the
bidder;  (h) QUALIFYING CLASS B
OFFER means an offer to purchase shares of Class B Common Stock and LP
Exchangeable Units that is identical to a concurrent offer to purchase shares
of Class A Common Stock in terms of price per share and percentage of
outstanding shares to be purchased (exclusive of shares owned immediately prior
to the offer to the Offeror) and in all other respects (except with respect to the
conditions that may be attached to the offer for shares of Class A Common
Stock), and having no conditions thereto other than the right not to purchase
and pay for shares of Class B Common Stock or Class B Common Stock
and LP Exchangeable Units tendered if no shares of Class A Common Stock
are purchased pursuant to the offer for shares of Class A Common Stock;
and  (i) TRANSFER AGENT
means the transfer agent from time to time for the shares of LP Exchangeable
Units.  11.2 CLASS A
EXCHANGE RIGHTS  Subject to Section 11.5,
if an Exclusionary Offer is made, each outstanding LP Exchangeable Unit shall
be exchangeable for one share of Class A Common Stock at the option of the
holder thereof during the Conversion Period. The exchange right provided for in
this Section 11.2 shall be exercised by notice in writing given to the
Transfer Agent, and such notice shall be executed by the Person registered on
the books of the Partnership as the holder of the LP Exchangeable Units and
shall specify the number of LP Exchangeable Units which the holder desires to
have exchanged. The holder shall pay any governmental or other tax imposed on
or in respect of such exchange. Upon receipt by the Transfer Agent of such
notice, the Partnership shall issue or cause to be issued a share certificate
representing fully-paid shares of Class A Common Stock as prescribed above
and in accordance with Section 11.4.  11.3 NOTICE OF ELECTION  An election by a holder
of LP Exchangeable Units to exercise the exchange right provided for in Section 11.2
shall not be valid unless accompanied by (i) an Exchange Request as
provided in Section 5.1 requesting the Partnership to exchange the holders
Converted Units; and (ii) irrevocable elections by such


holder (A) to tender
Class A Common Stock represented by the Converted Units into the
Exclusionary Offer (subject to such holders right to subsequently withdraw the
shares from the offer in accordance with the terms thereof and applicable law);
and (B) in respect of any shares as to which such holder exercises his or
its right of withdrawal from the Exclusionary Offer or which are not otherwise
ultimately purchased under the Exclusionary Offer, to have such Converted Units
deemed to have been converted back into LP Exchangeable Units; and (C) to appoint
the Transfer Agent or the transfer agent of the Company, as the case may be, as
agent of such holder for the purpose of holding and tendering certificates
representing such shares of Class A Common Stock represented by the
Converted Units in accordance with Section 11.4. In the case of an
Exclusionary Offer for shares of Class A Common Stock only, the holder of
LP Exchangeable Units shall send a copy of the foregoing to the transfer agent
of the Company. Any such election shall provide that the conversion of
Converted Units back into LP Exchangeable Units pursuant to such election in
respect of which the holder exercises his or its right of withdrawal from the
Exclusionary Offer shall become effective at the time such right of withdrawal
is exercised. If the right of withdrawal is not exercised, any conversion into
LP Exchangeable Units pursuant to such election shall become effective:  (a) in respect of an
Exclusionary Offer which is completed, immediately following the time by which
the Offeror is required under applicable securities laws to purchase and pay
for all shares to be acquired by the Offeror under the Exclusionary Offer; and  (b) in respect of an
Exclusionary Offer which is abandoned or withdrawn, at the time at which the
Exclusionary Offer is abandoned or withdrawn.  11.4 DELIVERY OF
CONSIDERATION OR CERTIFICATES  No stock certificates
representing shares of Class A Common Stock corresponding to the Converted
Units shall be delivered to or to the order of the holders of the shares before
such shares are tendered into the Exclusionary Offer; the Transfer Agent or the
transfer agent of the Company, on behalf of the holders of the Converted Units,
shall tender pursuant to the Exclusionary Offer pursuant to the notice
described in Section 11.3(ii)(C) a certificate or certificates
representing shares of Class A Common Stock corresponding to the Converted
Units. Upon completion of the Exclusionary Offer, the Transfer Agent shall
deliver or cause to be delivered to the holders entitled thereto all consideration
paid by the Offeror pursuant to the Exclusionary Offer in respect of shares of Class A
Common Stock corresponding to the Converted Units. If Converted Units are
converted into LP Exchangeable Units in accordance with the election required
in Section 11.3, the Transfer Agent shall record in the Partnership Unit
register the LP Exchangeable Units resulting from the conversion. The
Partnership shall make all arrangements with the Transfer Agent necessary or
desirable to give effect to this Section 11.4.  11.5 EFFECTIVENESS OF
CONVERSION  The Partnership and the
Transfer Agent will use their commercially reasonable efforts expeditiously and
in good faith to put in place procedures or to cause the Transfer Agent to put
in place procedures to ensure, that if a holder elects to exercise the
conversion right in Section 11.2 and an exchange and conversion of the
Converted Units pursuant to Section 11.3 is required to participate in the
Exclusionary Offer, that any such exchange and conversion shall be conditional
upon and shall only be effective if the Class A Common Stock tendered or
deposited under such Offer are purchased by the Offeror.  ARTICLE 12 NO FRACTIONAL
SHARES  A holder of LP
Exchangeable Units shall not be entitled to any fraction of a share of Class B
Common Stock or Class A Common Stock upon the liquidation, exchange or
redemption of such holders LP Exchangeable Units pursuant to Article 4, 5
or 6 or upon a conversion of such holders LP Exchangeable Units pursuant to Article 11,
and no certificates representing any such fractional interest shall be issued,
and such holder otherwise entitled to a fractional interest will receive for
such fractional interest from the Partnership on the designated payment date a
cash payment equal to such fractional interest multiplied by the Current Market
Price.


SCHEDULE I TO APPENDIX I  EXCHANGE REQUEST  To Emergency Medical
Services L.P. (THE PARTNERSHIP):  This notice is given
pursuant to Article 5 or 6 of the provisions (the EXCHANGEABLE UNIT PROVISIONS)
attaching to the LP Exchangeable Units of the Partnership represented by this
certificate and all capitalized words and expressions used in this notice that
are defined in the Exchangeable Unit Provisions have the meanings ascribed to
such words and expressions in such Exchangeable Unit Provisions.  The undersigned hereby
notifies the Partnership that the undersigned desires to have the Partnership
exchange or redeem in accordance with Article 5 or 6 of the Exchangeable
Unit Provisions:  all LP Exchangeable Units
owned by the undersigned; or  LP Exchangeable Units owned by the undersigned.  The undersigned hereby
notifies the Partnership that the Exchange Date shall be  NOTE:
  The Exchange Date must
  be a Business Day and must not be less than two Business Days nor more than
  10 Business Days after the date upon which this notice is received by the
  Partnership. If no such Business Day is specified above, the Exchange Date
  shall be deemed to be the 10th Business Day after the date on which this
  notice is received by the Partnership.  This Exchange Request may
be revoked and withdrawn by the undersigned only by notice in writing given to
the Partnership at any time before the close of business on the Business Day
immediately preceding the Exchange Date.  The undersigned
acknowledges that if, as a result of solvency provisions of applicable law, the
Partnership is unable to redeem all Exchanged Units, the undersigned will be
deemed to have exercised the Exchange Right (as defined in the Voting and
Exchange Trust Agreement) so as to require the Company to purchase the
unredeemed Exchanged Units.  The undersigned hereby
represents and warrants to the Partnership that the undersigned has good and
valid title to the LP Exchangeable Units to be acquired by the Partnership,
free and clear of all liens, claims and encumbrances.  (Date)
  
  (Signature of
  Unitholder)  ·
  
  Please check box if the
  securities and any check(s) resulting from the exchange of the Exchanged
  Units are to be held for pick-up by the Unitholder from the Transfer Agent,
  failing which the securities and any check(s) will be mailed to the last
  address of the Unitholder as it appears on the register.


NOTE:
  This panel must be
  completed and this notice, together with such additional documents as the
  Transfer Agent may require, must be deposited with the Transfer Agent. The
  securities and any check(s) resulting from the Exchange of the Exchanged
  Units will be issued and registered in, and made payable to, respectively,
  the name of the Unitholder as it appears on the register of the Partnership
  and the securities and any check(s) resulting from such Exchange will be
  delivered to such Unitholder as indicated above, unless the form appearing
  immediately below is duly completed.  If this Exchange Request
is for less than all of the LP Exchangeable Units owned by the signatory
hereto, the the Partnership Unit register shall reflect such Unitholders
ownership of its remaining LP Exchangeable Units.  Date:  Name of Person in Whose
  Name Securities or Check(s) Are to be Registered, Issued or Delivered
  (please print):Signature of
  Unitholder:Address: