eightk1208ex106.htm


  
    
Exhibit
10.6


      REHABCARE
GROUP, INC.

      SEVERANCE
PLAN FOR COMPANY VICE PRESIDENTS

      (As
Amended and Restated Effective January 1, 2009)

      


      


       

      1.           Purpose
and Effective Date

       

      The
RehabCare Group, Inc. Severance Plan for Company Vice Presidents (“Plan”) was
established to provide severance benefits to eligible terminated Employees while
they seek alternative employment.  In consideration for such benefits,
the Employee shall be subject to a one-year non-compete agreement and shall
release the Company and its Affiliates from any claims related to employment
termination.  The Plan was effective January 1,
2006.  RehabCare Group, Inc. now wishes to amend and restate the Plan
to conform the Plan to the final regulations issued by the Internal Revenue
Service under Section 409A of the Internal Revenue Code.  This Amended
and restated Plan is effective January 1, 2009.

       

      2.           Definitions

       

      
        	
                 
      

              	
                (a)

              	
                Affiliate
      means any corporation or other business entity that from time to time is,
      along with the Company, a member of a controlled group of businesses as
      defined in Code sections 414(b) and (c), as modified in accordance with
      Treas. Reg. §1.409A-1(h)(3) (50% control test).  A corporation
      or business entity is an Affiliate only while a member of such controlled
      group.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Cause
      means (i) the Employee’s willful and continued failure to
      substantially perform his duties with the Company (other than as a result
      of incapacity due to physical or mental condition), after a written demand
      for substantial performance is delivered to the Employee by the Company,
      which specifically identifies the manner in which the Employee has not
      substantially performed his duties, or (ii) the Employee’s commission
      of an act constituting a criminal offense that would be classified as a
      felony under the applicable criminal code or involving moral turpitude,
      dishonesty, or breach of trust.  For purposes of this section,
      no act or failure to act on the Employee’s part shall be considered
      “willful” unless done, or omitted to be done, without good faith and
      without reasonable belief that the act or omission was in the best
      interest of the Company.

              


      

       

      Notwithstanding
the foregoing, the Employee shall not be deemed to have been terminated for
Cause unless and until (i) he receives a notice of termination from the Company,
(ii) he is given the opportunity, with counsel, to be heard before the Board,
and (iii) the Board finds, in its good faith opinion, that the Employee was
guilty of the conduct set forth in the notice of termination.

       

      
        	
                 
      

              	
                (c)

              	
                Code
      means the Internal Revenue Code of 1986, as amended.  Reference
      to a section of the Code shall include that section and any comparable
      section or sections of any future legislation that amends, supplements or
      supersedes said section.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Company
      means RehabCare Group, Inc.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Employee
      means an individual employed by the Company or an
    Affiliate.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                ERISA
      means the Employee Retirement Income Security Act of 1974, as
      amended.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Good
      Reason means the Employee’s right to terminate his employment based
      upon the occurrence of one or more of the following without the consent of
      the Employee: (i) a material reduction in the Employee’s annual base
      salary; (ii) a material reduction in the Employee’s authority, duties and
      responsibilities; (iii) a material reduction in the budget over which the
      Employee retains authority; or (iv) a material change in the primary
      geographic location at which the Employee performs
    services.

              


      

       

      Any
termination of the Employee’s employment based upon a good faith determination
of "Good Reason" made by the Employee shall be subject to a delivery of a notice
of termination by the Employee to the Company within 15 days of the first
occurrence of an event that would constitute Good Reason in the manner
prescribed herein, and subject further to the ability of the Company to remedy
within 30 days of receipt of such notice any such action by the Company that may
otherwise constitute Good Reason.

       

      
        	
                 
      

              	
                (h)

              	
                Plan
      means the RehabCare Group, Inc. Severance Plan for Company Vice
      Presidents, as herein set forth and as amended from time to
      time.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Plan
      Administrator means the Company or the Committee designated by the
      Board of Directors of the Company to administer the
  Plan.

              


      

       

      
        	
                 
      

              	
                (j)

              	
                Severance
      Period means the period commencing on the date an eligible Employee
      is eligible to receive Severance Pay and Severance Benefits and ending
      nine months thereafter.

              


      

       

      
        	
                 
      

              	
                (k)

              	
                Termination
      of Employment means separation from service with the Company and
      its Affiliates (generally 50% common control with the Company), as defined
      in IRS regulations under Code section 409A (generally, a decrease in the
      performance of services to no more than 20% of the average for the
      preceding 36-month period and disregarding leaves of absence of up to six
      months where there is a reasonable expectation the Employee will
      return).

              


      

       

      
        	
                3.

              	
                Eligibility

              


      

       

      Each
Employee whose title is Vice President of the Company shall be eligible to
participate in the Plan; provided, however, an Employee who is entitled to
severance benefits pursuant to a separate written agreement between the Company
and such Employee shall not be entitled to participate in this
Plan.

       

      4.           Severance
Pay and Benefits.

       

      Subject
to Section 6, any eligible Employee (i) who incurs a Termination of Employment
as a result of termination of Employee’s employment by the Company for any
reason other than Cause or disability or (ii) who terminates his employment with
the Company for Good Reason within 45 days of the first occurrence of an event
that would constitute Good Reason that has not been remedied by the Company as
described in Section 2(g), shall be eligible for Severance Pay and Severance
Benefits hereunder.  Severance Pay (as specified in subparagraph (a)
below) and Severance Benefits (as specified in subparagraph (b) below) shall be
offset by any severance pay payable to the eligible Employee at the same time
under any other severance program or plan of the Company or an
Affiliate.

       

      
        	
                 
      

              	
                (a)

              	
                Severance
      Pay.  The amount of Severance Pay to which an eligible
      Employee is entitled hereunder shall be nine months’ base salary at the
      base salary rate in effect on the date of Termination of
      Employment.

              


      

       

      Severance
Pay shall be paid to an eligible Employee during the Severance Period on a
monthly basis in an amount equal to one-twelfth of Employee’s annual base salary
rate on the date of Termination of Employment.

       

      Anything
herein to the contrary notwithstanding, in the event that all or any portion of
the Employee’s Severance Pay is subject to Code section 409A and the Employee is
a “specified employee,” as defined in the regulations under Code section 409A,
at the time of the Employee’s Termination of Employment, the Severance Pay that
is subject to 409A shall not be paid until the expiration of six months
following Termination of Employment.  In such event, any Severance Pay
that would otherwise have been paid in the preceding six month period shall be
paid in a lump sum on expiration of such period.

       

      
        	
                 
      

              	
                (b)

              	
                Severance
      Benefits.

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Health
      benefits.  The
      eligible Employee and his or her spouse and other eligible dependents may
      elect to continue to be covered by the medical, dental, vision and
      prescription drug plan(s) maintained by the Company in which the eligible
      Employee and his or her spouse or other dependents were participating
      immediately prior to the date of his or her Termination of Employment in
      accordance with the COBRA provisions of Code section 4980B and ERISA
      section 602.  During the Severance Period, the Company shall pay
      the COBRA cost for the same level of coverage in which the Employee is
      enrolled at Termination of Employment.  In addition, to the
      extent that the COBRA premiums paid by the Company are taxable to the
      Employee, the Company shall pay to the Employee a gross-up payment for
      applicable taxes.  Such payment shall be made monthly during the
      Severance Period; provided that if the gross-up payments are subject to
      Code section 409A and the Employee is a “specified employee,” as defined
      in the regulations under Code section 409A, at the time of the Employee’s
      Termination of Employment, no payment shall be made until the expiration
      of six months following Termination of Employment.  In such
      event, the gross-up payments for the preceding six months shall be paid in
      a lump sum on expiration of such
period.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Outplacement
      Services.  During the Severance Period and for three
      months thereafter, the Company shall provide for an eligible Employee
      executive-level outplacement services by a vendor selected by the
      Company.

              


      

       

      In
addition to the Severance Pay and Severance Benefits provided in this Section 4,
the eligible Employee shall be entitled to payment of any base salary or
vacation pay accrued on the Date of Termination in accordance with the Company’s
policies for such payments.

       

       

      5.           Reductions
or Offsets to Severance Pay

       

      
        	
                 
      

              	
                (a)

              	
                The
      Company has the right to offset from any Severance Pay under this Plan the
      amount of any monies that the Employee owes at the time of separation to
      the Company or any Affiliate or to any employee benefit plan maintained by
      the Company or any of its
Affiliates.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Company has the right to offset from any Severance Pay under this Plan the
      replacement value of any personal property owned by the Company or any
      Affiliate but not returned by an eligible Employee to the Company by the
      date of Termination of Employment.

              


      

       

      Notwithstanding
the preceding, the total offset under this Section 5 from any Severance Pay that
is subject to Code section 409A shall not exceed $5,000.

       

      6.           Limitations
on Severance Pay and Severance Benefits

       

      The
Company is not obligated to make any payment or provide any benefit under this
Plan to an otherwise eligible Employee if:

       

      
        	
                 
      

              	
                (a)

              	
                the
      eligible Employee voluntarily terminates his employment without Good
      Reason, dies, or becomes disabled;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      eligible Employee is discharged for
Cause;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      eligible Employee’s employment with the Company and all Affiliates ceases
      upon the sale of all or substantially all of the Company’s assets, or upon
      the sale, spin-off, divestiture or other disposition of a business unit,
      division or facility, and the eligible Employee is offered comparable
      employment with (or thereafter is employed by) the successor, new employer
      or purchaser of such assets, business unit, division or
      facility;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      eligible Employee’s employment with the Company and all Affiliates ceases
      due to its merger, dissolution or reorganization, and as a result of such
      transaction, the eligible Employee is employed by the successor or other
      new employer;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      eligible Employee transfers employment among the Company and any of its
      Affiliates;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      eligible Employee is granted a leave of absence pursuant to the Company’s
      normal leave of absence policies and
procedures;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      eligible Employee fails to comply with the provisions of Section 7;
      or

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      eligible Employee fails to execute and deliver to the Company not later
      than 60 days following Termination of Employment an agreement, in form and
      substance satisfactory to the Company, effectively releasing and giving up
      all claims the Employee may have against the Company and its Affiliates
      (and each of their respective employees, officers, plans and agents)
      arising out of or based upon any facts or conduct occurring prior to that
      date, and reaffirming and agreeing to comply with the terms of Section 7
      and any other agreement signed by the Employee in favor of the Company or
      any of its Affiliates.  The agreement will be prepared by the
      Company and provided to the Employee at the time the Employee’s employment
      is terminated or as soon as administratively practicable
      thereafter.

              


      

       

       

      
        	
                7.

              	
                Non-Competition;
      Confidential Information; and Non-Disparagement.  The
      Employee’s right to receive and retain the benefits specified in Section 4
      are conditioned upon the Employee’s compliance with the terms of this
      Section 7.

              


      

       

       

      
        	
                 
      

              	
                (a)

              	
                Non-Competition

              


      

       

       

      
        	
                 
      

              	
                (1)

              	
                During
      the one-year period beginning on the Date of Termination, the Employee
      shall not, without prior written approval of the Company’s Chief Executive
      Officer, become an officer, employee, agent, partner, or director of, or
      provide any services or advice to or for, any business enterprise in
      substantial direct competition with the
Company.

              


      

       

       

      For
purposes of this Section 7(a)(1), a business enterprise with which the Employee
becomes associated as an officer, employee, agent, partner, or director shall be
considered in substantial direct competition if such entity competes with the
Company in any business in which the Company or any of its Affiliates is engaged
or provides services or products of a type which is marketed, sold or provided
by the Company or any of its Affiliates (including but not limited to any
product or service which the Company or any such other entity is developing)
within any State or country where the Company or any such Affiliate then
provides or markets (or plans to provide or market) any service or product as of
the date the Employee’s Company employment terminates.

       

       

      
        	
                 
      

              	
                (2)

              	
                During
      the one-year period beginning on the date of Termination of Employment,
      the Employee shall not, without prior written approval of the Company’s
      Chief Executive Officer, directly or indirectly, solicit, provide to, take
      away, or attempt to take away or provide to any customer or solicited
      prospect of the Company or any of its Affiliates any business of a type
      which the Company or such Affiliate provides or markets or which is
      competitive with any business then engaged in (or product or services
      marketed or planned to be marketed) by the Company or any of its
      Affiliates; or induce or attempt to induce any such customer to reduce
      such customer’s business with that business entity, or divert any such
      customer’s business from the Company and its Affiliates; or discuss that
      subject with any such customer.

              


      

       

       

      
        	
                 
      

              	
                (3)

              	
                During
      the one-year period beginning on the date of Termination of Employment,
      the Employee shall not, without prior written approval of the Company’s
      Chief Executive Officer, directly or indirectly solicit the employment of,
      recruit, employ, hire, cause to be employed or hired, entice away, or
      establish a business with, any then current officer, office manager,
      staffing coordinator or other employee or agent of the Company or any
      of  its Affiliates (other than non-supervisory or non-managerial
      personnel who are employed in a clerical or maintenance position) or any
      other such person who was employed by the Company or any of its Affiliates
      within the twelve (12) months immediately prior to the date the Employee’s
      employment with the Company terminated; or suggest to or discuss with any
      such employee the discontinuation of that person’s status or employment
      with the Company or any of its Affiliates, or such person’s employment or
      participation in any activity in competition with the Company or any of
      its Affiliates.

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                Confidential
      Information.  After termination of the Employee's
      employment with the Company, the Employee shall not, without the prior
      written consent of the Company, or as may otherwise be required by law or
      legal process, use, communicate, reveal, or divulge any confidential
      information, knowledge or data related to the Company that the Employee
      obtained during the Employee’s employment, to anyone other than the
      Company and those designated by it.  Confidential information,
      knowledge or data means confidential and/or proprietary information and
      trade secrets of or relating to the Company or any of its Affiliates,
      including but not limited to information concerning personnel of the
      Company or any of its Affiliates, confidential financial information,
      customer or customer prospect information, information concerning
      temporary staffing candidates, temporary employees, and personnel,
      temporary employee and customer lists and data, methods and formulas for
      estimating costs and setting prices, research results (such as marketing
      surveys, or trials), software, programming, and programming architecture,
      enhancements and developments, cost data (such as billing, equipment and
      programming cost projection models), compensation information and models,
      business or marketing plans or strategies, new products or marketing
      strategies, deal or business terms, budgets, vendor names, programming
      operations, information on proposed acquisitions or dispositions, actual
      performance compared to budgeted performance, long-range plans, results of
      internal analyses, computer programs and programming information,
      techniques and designs, business and marketing plans, acquisition plans
      and strategies, divestiture plans and strategies, internal valuations of
      Company assets, and trade secrets, but does not include information
      generally known in the marketplace.  In addition, confidential
      information includes information of another company given to the Company
      with the understanding that it will be kept confidential.  All
      confidential information described herein is and constitutes trade secret
      information (regardless of whether the same is legally determined to be a
      trade secret) and is not the property of the
  Employee.

              


      

       

       

      
        	
                 
      

              	
                (c)

              	
                Non-Disparagement.  Following
      termination of employment, the Employee will not criticize, denigrate,
      disparage, or make any derogatory statements about the Company or its
      respective business plans, policies and practices, or about any of the
      Company's officers, employees or former officers or employees, to
      customers, competitors, suppliers, employees, former employees, members of
      the public, members of the media, or any other person; nor shall the
      Employee harm or in any way adversely affect the reputation and goodwill
      of the Company.  Nothing in this paragraph shall preclude or
      prevent the Employee from giving truthful testimony or information to law
      enforcement entities, administrative agencies or courts or in any other
      legal proceedings as required by
law.

              


      

       

       

      8.           Claims
Procedures

       

      
        	
                 
      

              	
                (a)

              	
                Presenting a
      Claim.  A claim for benefits under the Plan must be
      submitted in writing to the Company at the following
    address:

              


      

       

      RehabCare
Group, Inc.

      ATTN:  President
and Chief Executive Officer

      7733
Forsyth Boulevard, Suite 1700

      St.
Louis, Missouri 63105

      


      
        	
                 
      

              	
                (b)

              	
                Notice of Claim
      Denial.  If a claim for Plan benefits is denied either in
      whole or in part, the Employee (“claimant”) will be notified in writing by
      the Plan Administrator within 90 days of the receipt of the claim unless
      reasons beyond the control of the Plan Administrator require an extension
      of time for processing the claim.  The notice will also provide
      the following information:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      specific reason or reasons for the
denial;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                specific
      reference to the pertinent Plan provisions upon which the denial is
      based;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                a
      description of any additional material or information necessary for the
      claimant to perfect the claim and an explanation of why such material or
      information is necessary; and

              


      

       

      
        	
                 
      

              	
                (4)

              	
                a
      description of the Plan’s review procedures and the time limits applicable
      to such procedures, including a statement of the claimant’s right to bring
      a civil action under ERISA following a denial of an
  appeal.

              


      

       

      If
such an extension of time is required, written notice of this extension will be
sent to the claimant prior to the termination of the initial 90-day
period.  The extension notice will indicate the reasons for the
extension of time and the date by which the Plan expects to render a final
decision.  In no event will this date be more than 90 days after the
end of the initial 90-day period.  If the Plan Administrator does not
furnish a response within the initial 90-day or extended period, the claimant
shall be deemed to have exhausted the claims and appeals process set forth
herein and is entitled to file suit in federal or state court.

       

      
        	
                 
      

              	
                (c)

              	
                Request for
      Review.  If a claim for benefits is denied in whole or in
      part, the claimant or the claimant’s duly authorized representative may,
      within 60 days after receipt of the notice of such denial, make a written
      request for review of the denial by the Plan Administrator.  The
      claimant’s request should state the reasons he believes the claim denial
      was improper and submit any additional information, material or comments
      that he considers appropriate.  The claimant may review any
      documents relevant to his claim.  If the claimant or his duly
      authorized representative fails to file such an appeal within 60 days
      after the claim is denied, the claimant shall be deemed to have waived any
      right to appeal the denial of the
claim.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Decision on Review.
      The Plan Administrator shall render a written decision on review not later
      than 60 days following the date of the receipt of the request for
      review.  However, if special circumstances require an extension
      of time beyond the initial 60 day period, prior to the end of such initial
      60 day period, the plan Administrator shall provide to the claimant
      written notice of the extension, the special circumstances requiring the
      extension, and the date by which the Plan Administrator expects to render
      the final decision.  In no event shall the decision be postponed
      later than 120 days following the receipt of the request
      review.  If a decision is not furnished within the initial 60
      day period (or applicable extension), then the request for review shall be
      deemed denied.

              


      

       

      Any
denial shall inform the claimant of the specific reason or reasons for the
denial, refer to specific Plan provisions on which the denial is based, state
that the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of all documents, records and other information
relevant to the claim, and state that the claimant has a right to bring a civil
action under Section 502(a) of ERISA.

       

      The
Plan Administrator’s decision is final and binding.

       

      9.           Plan
Administration

       

      
        	
                 
      

              	
                (a)

              	
                Plan
      Administrator.  The Plan shall be administered by the
      Plan Administrator.  The Plan Administrator shall have the
      responsibility for carrying out the provisions of the Plan and the general
      administration of the Plan.  The Plan Administrator shall
      establish and enforce such rules, regulations and procedures, as it shall
      deem necessary or proper for the efficient administration of the Plan, and
      delegate such duties and responsibilities as it deems
      appropriate.  The Plan Administrator shall constitute a named
      fiduciary as that term is defined in
ERISA.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Funding.  The
      Plan shall at all time be entirely unfunded and no provisions shall at any
      time be made with respect to segregating assets of the Company or any
      Affiliate for payment of any Severance Pay or Severance Benefits
      hereunder.  Payments under this Plan shall be made from general
      assets of the Company.  No employee or any other person shall
      have any interest in any particular assets of the Company by reason of the
      right to receive Severance Pay or Severance Benefits under the Plan and
      any such Employee or any other person shall have only the rights of a
      general unsecured creditor of the Company with respect to any rights under
      the Plan.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Standard of
      Review.  The Plan Administrator shall perform its duties
      as the Plan Administrator in its sole discretion as it shall determine as
      appropriate, in light of the reason and purpose for which the Plan is
      established and maintained.  In particular, the interpretation
      of all Plan provisions and whether an Employee is entitled to any benefit
      pursuant to the terms of the Plan, shall be made by the Plan Administrator
      in its sole discretion.  Any construction of the terms of the
      Plan for which there is a rational basis that is adopted by the Plan
      Administrator in good faith shall be final and legally binding on all
      parties.

              


      

       

      Any
interpretation of the Plan or other action of the Plan Administrator made in
good faith shall be subject to review only if such an interpretation or other
action is without rational basis.  Any review of a final decision or
action of the Plan Administrator shall be based only on such evidence presented
to or considered by the Plan Administrator at the time it made the decision that
is the subject of the review.  The Participating Employers, and any
Employee who performs services for a Participating Employer who is or may be
compensated for in part by benefits payable pursuant to this Plan, hereby
consent to actions of the Plan Administrator made in good faith and agree to the
narrow standard of review prescribed in this section.

       

      
        	
                 
      

              	
                (d)

              	
                Required Participant
      Information.  An eligible Employee must furnish to the
      Plan Administrator such documents, evidence or information, as it
      considers necessary or desirable for purposes of administering this
      Plan.  It shall be a condition of this Plan that each such
      person must furnish such information promptly and sign such necessary
      documents before any benefits become payable under the
    Plan.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Notices.  Any
      notice required to be given to the Company shall be sent by the Employee
      to the Company as directed in Article 8 hereof.  Any notice
      required to be given to the Employee shall be sent by the Company to the
      most recent home address of the Employee provided to the Company’s Human
      Resources Department by the
Employee.

              


      

       

      10.           Miscellaneous

       

      
        	
                 
      

              	
                (a)

              	
                The Employment
      Relationship.  Employment by the Company is on an “at
      will” basis.  Either the Company or the Employee can end the
      employment relationship at any time, for any reason or no reason at
      all.  Only officers of the Company are authorized to make any
      commitment concerning employment that could change the nature of this “at
      will” arrangement.  An Employee should not rely on any such
      commitment, unless it is writing and specifically authorized by an officer
      of the Company.  Nothing in this Plan shall be construed as a
      contract or guarantee of employment between the Company and an
      Employee.

              


      

       

      
        	
                 (b)

              	
                Taxes.  All
      Severance Pay and Severance Benefits shall be subject to all applicable
      federal, state and local taxes and the Company shall withhold the amount
      of any tax attributable thereto.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Effective
      Date.  The effective date of this Plan is January 1,
      2009.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Termination or
      Modification.  The Company, the Plan Administrator, or
      the delegated representative of either, has the right to terminate, modify
      or amend this Plan or reduce its benefits at any time with or without
      advance notice to Employees.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Transferability of
      Benefits.  The right to receive payment of benefits under
      this Plan shall not be transferred, assigned or pledged except by will or
      pursuant to the laws of descent and
  distribution.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Choice of
      Law.  Except to the extent preempted by ERISA, this Plan
      shall be construed, administered and governed in all respects in
      accordance with the substantive laws of the State of Missouri, but not its
      conflict of law principles.

              


      

       

      


       


      
        
          
            4598918.3

          

           


        

        
           


          
            

          

        

        
           


        

      


      RehabCare
Group, Inc., by its duly authorized officer, hereby adopts the foregoing
Restated Plan this __________ day of ___________________________________,
2008.

       

      REHABCARE
GROUP, INC.

       

      


      By:           ____________________________________

      


      Name:                      ____________________________________

      


      Title:                      ____________________________________