AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

of

HEALTHSOUTH of Tallahassee

Limited Partnership

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AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

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HEALTHSOUTH of Tallahassee

Limited Partnership

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THE PARTNERSHIP INTERESTS ISSUED UNDER THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE GENERAL PARTNER, SUCH REGISTRATION IS NOT REQUIRED.

AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

of

HEALTHSOUTH of Tallahassee

Limited Partnership

AGREEMENT, dated as of December 28, 1994, by and between HEALTHSOUTH Real Property Holding Corporation, a Delaware corporation (the General Partner), and HEALTHSOUTH Rehabilitation Corporation, a Delaware corporation (the Limited Partner).

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership for the purpose of operating a rehabilitation hospital; and

WHEREAS, the parties hereto desire to set forth their respective interests in, and all rights, duties and obligations in and to, the Partnership, all upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt aid sufficiency of which are hereby acknowledged, the parties to this Agreement of Limited Partnership do hereby agree as follows:

ARTICLE I

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Alabama Limited Partnership Act of 1983, as amended from time to time.

Affiliate means (a) any Person directly or indirectly controlling, controlled by or under common control with another Person, (b) any Person owning or controlling 10% or more of the outstanding voting securities of such other Person, (c) any officer, director or partner of such Person, or (d) if such other Person is an officer, director or partner, any company for which such Person acts in any such capacity.

Agreement means this Agreement of Limited Partnership, as amended, restated, modified or supplemented from time to time.

1

Available Cash Flow means all cash funds of the Partnership on hand at the end of each calendar quarter, less (a) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such quarter (including those which are in dispute), including, but not limited to, current debt service obligations of the Partnership amounts payable to the Partners under any separate agreements described in Section 7.4 hereof, and (b) provisions for reserves for reasonably anticipated cash expenses and contingencies (which may include additional debt service on indebtedness of the Partnership, future payments under such separate agreements and any other amounts payable to the General Partner or an Affiliate of the General Partner, but without deduction for depreciation and other non-cash expenses; provided, however, that Sale Proceeds shall not be included in Available Cash Flow).

Capital Contribution in respect of any Partner or transferee of such Partner means the amount of all cash and other property, tangible or intangible, contributed by such Partner to the capital of the Partnership.

Certificate means the Certificate of Limited Partnership of the Partnership filed pursuant to the Act, as amended from time to time.

Code means the Internal Revenue Code of 1986, as amended from time to time.

General Partner means the party designated as the General Partner in the first paragraph of this Agreement, including any successor general partner or general partners substituted pursuant to the provisions of this Agreement.

General Partnership Interest means the entire interest of the General Partner in the Partnership, including the General Partners economic interest in capital, profits, losses and distributions of the Partnership, the General Partners right to participate in the management of the Partnership and all other rights and obligations accorded under this Agreement or under Alabama law.

General Partnership Percentage means 1%.

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