EXCHANGE AGREEMENTExchange Agreement • November 13th, 2013 • Healthsouth Corp • Services-hospitals
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Preferred Stock (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with HealthSouth Corporation (the “Company”) on November _____, 2013 whereby, at the Closing (as defined below), the Holders will exchange the Company’s 6.50% Series A Convertible Perpetual Preferred Stock, par value $0.10 per share and liquidation preference $1,000 per share (the “Preferred Stock”), for the Company’s new [∙]% Convertible Senior Subordinated Notes due 2043 (the “Notes”) that will be issued pursuant to the provisions of an Indenture to be dated as of November ____, 2013 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) (such exchange, the “Exch
