AMENDMENT TO RIGHTS AGREEMENT

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

          This AMENDMENT (“ Amendment ”) is made and entered into as of the 8th day of February, 2007 by and between Laidlaw International, Inc., a Delaware corporation (the “ Company ”), and Wells Fargo Bank, National Association, as successor by consolidation to Wells Fargo Bank Minnesota, National Association, as rights agent (the “ Rights Agent ”).

W I T N E S S E T H

          WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement, dated as of June 23, 2003 (the “ Rights Agreement ”);

          WHEREAS, it is proposed that the Company enter into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, FirstGroup plc, a public limited company organized under the laws of Scotland (“ Parent ”), and Fern Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“ Sub ”), pursuant to which, among other things, Sub will merge with and into the Company (the “ Merger ”);

          WHEREAS, the Board of Directors of the Company has approved the Merger Agreement and the Merger;

          WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the time at which the Rights cease to be redeemable pursuant to Section 23 of the Rights Agreement, subject to certain limitations, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend the Rights Agreement without the approval of any holders of Rights or Common Shares;

          WHEREAS, in accordance with Section 27 of the Rights Agreement, an officer of the Company has delivered a certificate as to the compliance of this Amendment with the terms of Section 27 of the Rights Agreement;

          WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing; and

          WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement.

          NOW, THEREFORE, in consideration of the premises and agreements set forth herein and in the Rights Agreement, the parties hereto, intending to be legally bound, agree as follows:

          Section 1. Defined Terms . Section 1 of the Rights Agreement is hereby amended to add thereto the following paragraphs (gg), (hh), (ii) and (jj) which provide as follows:

“(gg) “Merger” shall mean the merger of Sub with and into the Company pursuant to the terms of the Merger Agreement.

(hh) “Merger Agreement” shall mean that certain Agreement and Plan of Merger, dated as of F