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Dividend Agreement - Richard M. Scrushy, Healthsouth Rehabilitation Corp., John W. McRoberts, Michael D. Martin, and Capstone Capital Trust Inc.

                               DIVIDEND AGREEMENT

                 THIS DIVIDEND AGREEMENT, entered into as of June 15, 1994, by
MCROBERTS and MICHAEL D. MARTIN (collectively referred to herein as the
'Founding Stockholders'), and CAPSTONE CAPITAL TRUST, INC. (the 'Company'), as

                 WHEREAS, the Founding Stockholders are the holders, in the
aggregate, of 180,000 shares of the common stock, $.001 par value (the 'Common
Stock') of the Company, constituting all of the issued and outstanding shares
of the Company (the 'Founders' Shares');

                 WHEREAS, the Company has filed a Registration Statement on
Form S-11 with the Securities and Exchange Commission on April 15, 1994, as
amended, registering up to 6,670,000 shares of its Common Stock, in connection
with the Company's initial public offering (the 'Initial Public Offering');

                 NOW, THEREFORE, in consideration of the benefits to the
Founding Stockholders from the completion of the Initial Public Offering, the
Founding Stockholders and the Company agree as follows:

         1.       Consent Dividend.  For each quarter during the term 
of this Agreement for which the Company's annualized dividends paid to the other
holders of the Company's Common Stock do not equal or exceed $1.70 per share
($0.425 per share per quarter), the Founding Stockholders agree to treat as a
dividend such amounts as shall be specified in a written consent to be filed by
the Company with its income tax return (the 'Consent Dividend') and to include
such amounts in gross income for federal income tax purposes.

                 2.       Effect of Consent Dividend.  The Founding 
Stockholders and the Company acknowledge that, for federal income tax purposes,
the amount of the Consent Dividend shall be considered as (a) a distribution in
money by the Company to the Founding Stockholders on the last day of the
Company's taxable year and (b) a contribution to the capital of the Company by
the Founding Stockholders on the same date.

                 3.       Term.  The term of this Agreement shall begin with
the quarter ending September 30, 1994, and shall continue thereafter for the
next succeeding five (5) calendar quarters.

                 4.       Rights of Founding Stockholders.  Nothing in this
Agreement shall impair the other rights and benefits, including, without
limitation, voting rights, of Founders' Shares or prevent the Founding
Stockholders from exercising all other rights and powers applicable to the
Founders' Shares as provided in the Company's Charter and Bylaws or by
applicable law.

                 5.       Scope of Agreement.  This Agreement shall apply
only to the Founders' Shares and shall not apply to any other shares of Common
Stock of the Company acquired by the Founding Stockholders.

                 6.       Restrictive Legend.  Upon execution of this
Agreement, each and all certificates for the Company's Common Stock owned by
the Founding Stockholders evidencing the Founders' Shares shall be delivered to
the Company, and the back of each such certificate shall be endorsed with a
legend substantially as follows:

                 The dividends payable with respect to the shares of Common
                 Stock represented by this Certificate are restricted by, and
                 subject to the terms and provisions of, a Dividend Agreement,
                 dated June 15, 1994.  A copy of the Dividend Agreement, as
                 amended, is on file in the office of the Secretary of the
                 Company.  By acceptance of this Certificate, the holder hereof
                 agrees to be bound by the terms of said Dividend Agreement, as

After endorsement, the certificates shall be returned to said Founding
Stockholders who shall, subject to the terms of this Agreement, be entitled to
exercise all rights of ownership of such stock.

                 7.       Binding Effect.  This Agreement shall be binding upon
or inure to the benefit of the Company, the Founding Stockholders, and their
respective successor, heirs, legatees, executors, personal representatives and

                 8.       Entire Agreement.  This instrument contains the
entire agreement of the parties hereto with respect to the subject hereof, and
no modification, amendment, change or discharge of any term or provision of
this Agreement shall be valid or binding unless the same is in writing and
signed by all the parties hereto.

                 9.       Applicable Law.  The validity, construction,
apportionment and effect of this Agreement shall be governed by the laws of

                 10.      Counterparts.  This Agreement may be executed in
any number of counterparts, and each counterpart shall for all purposes be
deemed to be an original.

                 IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first above written.

                                        HEALTHSOUTH Rehabilitation Corporation

                                        /s/ Richard M. Scrushy
                                        Richard M. Scrushy, President

                                        /s/ John W. McRoberts
                                        John W. McRoberts

                                        /s/ Michael Martin
                                        Michael Martin

                                        CAPSTONE CAPITAL TRUST, INC.

                                        /s/ John W. McRoberts
                                        John W. McRoberts, President
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