1999 EXECUTIVE EQUITY LOAN PLAN
I. Purpose of the Plan . The purpose of the 1999 Executive Equity Loan Plan (the “Plan”) of HEALTHSOUTH Corporation,
a Delaware corporation (the “Corporation”), is to provide incentive for future endeavor and to align the interests of the
Corporation’s management and its stockholders by providing a mechanism to enhance ownership of the Common Stock, par
value $.01 per share (the “Common Stock”), of the Corporation by its executives and other key employees, upon whose
judgment, interest and continuing special efforts the Corporation is largely dependent for the successful conduct of its
operations, and to enable the Corporation to compete effectively with other enterprises for the services of such new executives
and employees as may be needed for the continued improvement of the Corporation’s business, through the making of loans
(“Loans”) to such executives and employees to purchase shares of the Common Stock.
II. Participants . Loans may be made under the Plan to such executives and key employees (“Participants”) of the
Corporation and its subsidiaries as shall be determined by the Committee (as set forth in Section 5 of the Plan).
III. Term of the Plan . The Plan shall become effective as of May 20, 1999, subject to the approval by the holders of a
majority of the shares of issued and outstanding Common Stock of the Corporation present in person or by proxy and voting at
the 1998 Annual Meeting of Stockholders of the Corporation. The Plan shall terminate on the earlier of (a) May 19, 2009 or (b)
such earlier time as the Board of Directors of the Corporation may determine. Any Loan outstanding under the Plan at the time
of its termination shall remain in effect in accordance with its terms and conditions and those of the Plan. No Loan shall be made
under the Plan after May 19, 2009.
IV. Loans Under the Plan. Loans may be made under the Plan in such amounts are as approved by the Committee,