eightk1208ex107.htm


  
    Exhibit 10.7

      RehabCare
Group, Inc.

      


      Executive
Deferred Compensation Plan

      


      


      


      2009
Restatement

      



      
        
          
            4599762.3

          

           


        

        
           


          
            

          

        

        
           


        

      


      RehabCare
Group, Inc.

      Executive
Deferred Compensation Plan

      2009
Restatement

      


      Preamble

      


      RehabCare
Group, Inc. (the “Company”) established the RehabCare Group, Inc. Executive
Deferred Compensation Plan (the “Plan”) effective as of July 1,
2005.

      


      The
purpose of the Plan is to permit designated executives of the Company to
accumulate additional retirement income through a nonqualified deferred
compensation plan that enables them to make Elective Deferrals in excess of
those permitted under the RehabCare, Inc. 401(k) Employee Savings Plan (or other
applicable 401(k) plans) and to receive employer matching and other employer
contributions that are precluded by the provisions of that plan or by applicable
law.  This Plan is intended to be unfunded and maintained by the
Company primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

      


      The
Company now wishes to amend and restate the Plan in the form of this 2009
Restatement to conform the Plan to the final regulations issued under Section
409A of the Internal Revenue Code and to make certain other
changes.

      


      NOW,
THEREFORE, the Plan is hereby amended and restated effective as of January 1,
2009 as follows:

      


      ARTICLE
1 – Definitions

      


      As used
in this Plan, the following capitalized words and phrases have the meanings
indicated, unless the context requires a different meaning:

      


      
        	
                1.1

              	
                “Account” means amounts
      credited to a Participant under the Plan or the aggregate of all of a
      Participant’s accounts.  The Plan includes the following types
      of Account:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Compensation
      Reduction Accrual Account;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Matching
      Contribution Accrual Account; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                NonMatching
      Contribution Accrual Account

              


      

      


      
        	
                1.2

              	
                “Affiliate” means any person,
      corporation or other entity that from time to time is, along with the
      Company, considered a single employer under Sections 414(b) or 414(c) of
      the Code.

              


      

      


      
        	
                1.3

              	
                “Allocation
      Date”
      means the last day of any Plan
Year.

              


      

      


      
        	
                1.4

              	
                “Beneficiary” means the person or
      persons designated by a Participant, or otherwise en­titled, to
      receive any amount credited to his Account that remains undistributed at
      his death.

              


      

      


      
        	
                1.5

              	
                “Board of
      Directors”
      or “Board” means the board of
      directors of the Company.

              


      

      


      
        	
                1.6

              	
                “Bonus
      Compensation”
      means an Eligible Employee’s cash incentive compensation under an
      Employer’s incentive compensation
program.

              


      

      


      
        	
                1.7

              	
                “Code” means the Internal
      Revenue Code of 1986, as amended.

              


      

      


      
        	
                1.8

              	
                “Committee” means the committee
      appointed in accordance with Section 8.1 to administer the
      Plan.

              


      

      


      
        	
                1.9

              	
                “Company” means RehabCare
      Group, Inc., a Delaware
corporation.

              


      

      


      
        	
                1.10

              	
                “Compensation
      Reduction Accrual” means an amount
      credited to the Compensation Reduction Accrual Account pursuant to a
      Compensation Reduction Agreement, including Qualified Plan
      Refunds.

              


      

      


      
        	
                1.11

              	
                “Compensation
      Reduction Accrual Account” means the account
      established to record Compensation Reduction Accruals authorized by
      Par­ticipants under the terms of this
Plan.

              


      

      


      
        	
                1.12

              	
                “Compensation
      Reduction Agreement” means an agreement
      between a Participant and the Company, under which the Participant agrees
      to a reduction in his Salary Compensation and/or Bonus Compensation, or to
      defer any Qualified Plan Refund and the Com­pany agrees to credit him
      with Compensation Reduction Accruals under this
  Plan.

              


      

      


      
        	
                1.13

              	
                “Disability” means a Participant
      who:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                is
      unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                is,
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, receiving income replacement
      benefits for a period of not less than 3 months under an accident and
      health plan covering employees of the
Company.

              


      

      


      
        	
                1.14

              	
                “Distributable
      Amount”
      means the portion of a Participant’s Account for a particular Plan Year to
      be distributed in accordance with an election made pursuant to Section
      4.3.4 or 4.3.5.

              


      

      


      
        	
                1.15

              	
                “Eligible
      Employee”
      means the select group of management or highly compensated employees as
      determined by the Committee, in its sole discretion, from time to time;
      provided that the Committee may remove an Eligible Employee from
      eligibility to participate only as of the end of a Plan
    Year.

              


      

      


      
        	
                1.16

              	
                “Employer” means the Company and
      any Affiliate who is designated an Employer by the
    Committee.

              


      

      


      
        	
                1.17

              	
                “Matching
      Contribution Accrual” means an amount
      credited to a Participant’s Account in accordance with Section
      4.1.2.

              


      

      


      
        	
                1.18

              	
                “Matching
      Contribution Accrual Account” means the account
      established to record Matching Contribution Accruals on a Participant’s
      behalf.

              


      

      


      
        	
                1.19

              	
                “NonMatching
      Contribution Accrual” means an amount
      credited to a Participant’s Account in accordance with Section
      4.1.3.

              


      

      


      
        	
                1.20

              	
                “NonMatching
      Contribution Accrual Account” means the account
      established to record NonMatch­ing Contribution Accruals on a
      Participant’s behalf.

              


      

      


      
        	
                1.21

              	
                “Normal
      Retirement Date”
      means the later of (a) a Participant’s sixty-fifth (65th) birthday
      or (b) his completion of ten (10) Years of
  Service.

              


      

      


      
        	
                1.22

              	
                “Participant” means (a) any
      Eligible Employee who satisfies the conditions for partici­pation in
      the Plan set forth in Section 2.1 or (b) any Eligible Employee who
      formerly satisfied the conditions for partici­pation in the Plan set
      forth in Section 2.1 and who has not received a total distribution of his
      Account.

              


      

      


      
        	
                1.23

              	
                “Plan” means the RehabCare
      Group, Inc. Executive Deferred Compensation Plan, as set forth herein and
      as amended from time to time.

              


      

      


      
        	
                1.24

              	
                “Plan
      Year”
      means the accounting year of the Plan, which ends on December
      31st.

              


      

      


      
        	
                1.25

              	
                “Qualified
      Plan”
      means the RehabCare, Inc. 401(k) Employee Savings Plan (or other
      applicable RehabCare 401(k) plan), as amended from time to
      time.

              


      

      


      
        	
                1.26

              	
                “Qualified
      Plan Refund”
      means elective deferrals made by a Participant into the Qualified
      Plan that are required to be distributed due to discrimination
      testing.

              


      

      


      
        	
                1.27

              	
                “Salary
      Compensation” means an Eligible
      Employee’s base salary.

              


      

      


      
        	
                1.28

              	
                “Separation
      from Service” means separation from
      service with the Employer and its affiliates (generally, 50% common
      control with the Employer), as defined in IRS regulations under Section
      409A of the Code.

              


      

      


      
        	
                1.29

              	
                “Trust” or “Trust
      Fund”
      means any rabbi trust established to hold amounts set aside by the Company
      in accordance with Section 4.4.

              


      

      


      
        	
                1.30

              	
                “Trustee” means the trustee of
      the Trust Fund.

              


      

      


      
        	
                1.31

              	
                “Valuation
      Date”
      means any Allocation Date and any other date as of which the value of
      Participants’ Accounts is
determined.

              


      

      


      
        	
                1.32

              	
                “Years of
      Service”
      means years of service for vesting as determined under the RehabCare, Inc.
      401(k) Employee Savings Plan.

              


      

      


      
        	
                1.33

              	
                Rules of
      Construction.

              


      

      


      
        	
                1.33.1

              	
                Governing
      law.  The construction and operation of this Plan and
      Trust are governed by the laws of
Delaware.

              


      

      


      
        	
                1.33.2

              	
                Undefined
      terms.  Unless the context clearly requires another
      meaning, any term not specifically defined in this Plan is used in the
      sense given to it by the Qualified
Plan.

              


      

      


      
        	
                1.33.3

              	
                Headings.  The
      headings of Articles, Sections and Subsections are for reference only and
      are not to be utilized in construing the
Plan.

              


      

      


      
        	
                1.33.4

              	
                Gender.  Unless
      clearly inappropriate, all pronouns of whatever gender refer indifferently
      to persons or objects of any
gender.

              


      

      


      
        	
                1.33.5

              	
                Singular and
      plural.  Unless clearly inappropriate, singular terms
      refer also to the plural number and vice
versa.

              


      

      


      
        	
                1.33.6

              	
                Severability.  If
      any provision of this Plan is held illegal or invalid for any reason, the
      remaining provisions are to remain in full force and effect and to be
      construed and enforced in accordance with the purposes of the Plan as if
      the illegal or invalid provision did not
exist.

              


      

      


      


      ARTICLE
2 – Participation in the Plan

      


      
        	
                2.1

              	
                Commencement
      of Participation.  An
      employee of an Employer becomes a Participant on the date on which he
      satisfies all of the following
conditions:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                he
      is an Eligible Employee; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                he
      has executed and delivered to the Committee a valid Compensation Reduction
      Agreement.

              


      

      


      
        	
                2.2

              	
                Cessation
      of Participation.  If a
      Participant ceases to satisfy either of the conditions set forth in
      Section 2.1, his participation in this Plan will terminate; provided that
      the Committee may remove an Eligible Employee from eligibility to
      participate only as of the last day of a Plan Year.  The
      Participant’s Account will continue to be held for his benefit and will be
      distributed to him in accordance with the provisions of Article
      6.  He may resume participation as of any date on which he again
      satisfies the conditions of Section
2.1.

              


      

      


      


      ARTICLE
3 – Accounts Under the Plan

      


      
        	
                3.1

              	
                Establishment
      of Accounts.  The
      accounts specified in this Section 3.1 are established under the Plan to
      record the liability of the Company to Participants.  All
      Accounts may be main­tained on the books of the Company, and the
      Company is under no obligation to segregate any assets to provide for
      these liabilities.  Should the Company elect to segregate assets
      into a trust fund pursuant to Section 4.4 of the Plan, the accounts
      specified in this Section 3.1 may be maintained on the books of such
      fund.

              


      

      


      
        	
                3.1.1

              	
                Compensation Reduction Accrual
      Accounts.  A Compensation Reduction Accrual Account is
      maintained for each Participant for the purpose of recording the current
      value of his Compensation Reduction
Accruals.

              


      

      


      
        	
                3.1.2

              	
                Matching Contribution Accrual
      Accounts.  A Matching Contribution Accrual Account is
      maintained for each Participant for the purpose of recording the value of
      Matching Contribution Accruals credited on his behalf in accordance with
      Section 4.1.2.

              


      

      


      
        	
                3.1.3

              	
                NonMatching Contribution
      Accrual Accounts.  A NonMatching Contribution Accrual
      Account is maintained for each Participant for the purpose of recording
      the value of NonMatching Contribution Accruals credited on his behalf in
      accordance with Section 4.1.3.

              


      

      


      3.2                      Valuation of
Accounts.

      


      
        	
                3.2.1

              	
                Timing of
      valuation.  All Accounts are valued as of each Allocation
      Date and as of any other Valuation Date fixed by the
      Committee.

              


      

      


      
        	
                3.2.
      2

              	
                Method of Valuing
      Accounts.  The value of an Account as of any Valuation
      Date is equal to the sum of

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      fair market value of the Account’s interest in the Trust Fund,
      plus

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      benefits accrued under Article 4 with respect to which the Company has not
      made contributions to the Trust Fund, with interest, income, expense,
      gains and losses in accordance with the investment experience that would
      result if assets were invested given the investment allocation provided by
      the Committee in accordance with Section
4.6.

              


      

      


      ARTICLE
4 – Accrual of Benefits

      


      
        	
                4.1

              	
                Types of
      Contribution.  For any
      Plan Year, Participants may accrue benefits under each of the provisions
      of this Section 4.1.

              


      

      


      
        	
                4.1.1

              	
                Compensation Reduction
      Accruals.  Compensation Reduction Accruals are credited
      to each Participant to the extent specified in his Compensation Reduction
      Agreement in effect for the Plan
Year.

              


      

      


      
        	
                4.1.2

              	
                Accrual of Matching
      Contributions.  The amount of Matching Contributions made
      pursuant to the Compensation Reduction Agreement shall be such amount, if
      any, equal to the maximum match that the Participant could have received
      under the Qualified Plan based on the Participant’s compensation (as
      defined in such plan and increased by the amount of the Eligible
      Employee’s Compensation Reduction Accruals under this Plan, with such
      total amount subject to the limit under section 401(a)(17) of the Code),
      reduced by the maximum match the Participant could have received in the
      Qualified Plan at a 4% contribution rate, after discrimination
      testing.

              


      

      


      
        	
                4.1.3

              	
                Accrual of NonMatching
      Contributions.  The amount of such NonMatching
      Contributions shall be such amount, if any, the Committee, in its sole
      discretion, determines from year to year.  NonMatching
      Contributions for a Plan Year shall be allocated as determined by the
      Committee.

              


      

      


      
        	
                4.2

              	
                Timing of
      Accruals.  Compensation
      Reduction Accruals are deemed to accrue on the date on which the
      Participant would otherwise have received the compensation that he elected
      to defer.  Matching Contribution Accruals are deemed to accrue
      on the date of the Compensation Reduction Accru­als to which they
      relate.  NonMatching Contribution Accruals are deemed to accrue
      on the Allocation Date of the Plan Year to which they
    relate.

              


      

      


      4.3                      Compensation
Reduction Agreements.

      


      
        	
                4.3.1

              	
                Authorization of Compensation
      Reduction Accruals.  By executing a Compensation
      Reduction Agreement with respect to a Plan Year, a Participant may elect
      to have Compensation Reduction Accruals credited under the Plan on his
      behalf.  The current Salary Compensation and Bonus Compensation
      of a Participant who executes a Compensation Reduction Accrual Agreement
      are reduced by the amount specified in his election, and an equal amount
      is accrued under the Plan in accordance with Section
      4.1.1.  Each Participant’s Compensation Reduction Agreement
      shall designate separately the amount of reduction of Salary Compensation
      and Bonus Compensation to be taken from his compensation for the Plan
      Year.  An agreement may specify whether the reduction is applied
      as a percentage amount to Salary Compensation, to Bonus Compensation, or
      to both.  A Compensation Reduction Agreement may also specify
      whether Qualified Plan Refunds will be deferred into the
      Plan.  In the discretion of the Committee, separate agreements
      may be used for Salary Compensation, Bonus Compensation and/or Qualified
      Plan Refunds.  Compensation Reduction Con­tributions may not
      be made with respect to Compensation other than Salary Compensation, Bonus
      Compensation and Qualified Plan Refunds.  Except as provided in
      Section 4.3.2, a Compensation Reduction Agree­ment becomes irrevocable
      as of the last day of the Plan Year preceding the Plan Year in which the
      services for which the compensation is paid are performed; provided that a
      Participant may cancel a Compensation Reduction Agreement election because
      of a hardship distribution from the Qualified Plan pursuant to Treas. Reg.
      §1.401(k)-1(d)(3).  If an agreement is canceled because of a
      hardship distribution, any later Compensation Reduction Agreement shall be
      subject to the provisions governing initial Compensation Reduction
      Agreements.  A Compensation Reduction Agreement made pursuant to
      this section must be in a form acceptable to the Committee, which may
      include electronic enrollment
procedures.

              


      

      


      
        	
                4.3.2

              	
                Timing of Compensation
      Reduction Agreements.  An employee who becomes an
      Eligible Employee within a Plan Year and who is deemed “initially
      eligible” under the Section 409A regulations may execute a Compensation
      Reduction Agreement to become effective for compensation for services
      performed after the date of the election, provided that such Compensation
      Reduction Agreement must in all cases be made within the first 30 days
      following the date on which such Eligible Employee becomes first
      eligible.

              


      

      


      An
election to defer Bonus Compensation must generally be made by the last day of
the Plan Year preceding the Plan Year in which the Eligible Employee first
performs services for which the Bonus is earned; provided that if such Bonus is
based on services performed over a period of at least twelve months and
satisfies the other requirements for performance-based compensation under
Section 409A of the Code, such election may be made not later than six months
before the end of the service period, or by such other time as provided in
future guidance issued under Section 409A of the Code.

      


      An
election to defer commission compensation must be made by the last day of the
Plan Year preceding the Plan Year in which the customer contract for which the
commissions are payable is executed.

      


      
        	
                4.3.3

              	
                Limitations on Compensation Reduction
      Accruals.  The amount deferred by a Participant in
      accordance with Section 4.3.1 or 4.3.2 for any Plan Year may not exceed
      70% of his Salary Compensation for that year and 70% of his Bonus
      Compensation.  With respect to Qualified Plan Refunds, the
      Compensation Reduction Agreement will specify whether such Qualified Plan
      Refunds will be contributed to the
Plan.

              


      

      


      
        	
                4.3.4

              	
                Election of Distribution Timing and
      Form.  Each Compensation Reduction Agreement shall
      indicate the time and form in which amounts deferred under such agreement
      shall be distributed from the Plan as permitted by, and subject to,
      Section 6.  The distribution time and distribution form
      elections made on a Compensation Reduction Agreement pursuant to this
      4.3.4 shall also be applicable to the Qualified Plan Refund, Matching
      Contribution and NonMatching Contribution Accruals made for the Plan
      Year(s) for which such Compensation Reduction Agreement is
      effective.

              


      

      


      
        	
                4.3.5

              	
                Change in Distribution Timing
      and Form.  A Participant who elected to receive
      distribution in a lump sum on a specified date or in installments
      commencing on a specified date may elect to delay such distribution and to
      change the form of such distribution. Such an election must be made at
      least twelve months before the previously scheduled date and the new
      specified date must be at least five years from the previous specified
      date.  Such an election to defer commencement shall not become
      effective until twelve months after the date on which such election is
      made.

              


      

      


      
        	
                4.4

              	
                Contributions
      to Trust Fund.  The
      Company may, but is not required to, establish a Trust Fund and make
      contributions to it corresponding to any or all amounts accrued under
      Section 4.1.  These contributions are credited with income,
      expense, gains and losses in accordance with the investment experience of
      the Trust Fund.  The Committee may direct the Trustee to
      establish investment funds within the Trust Fund and to permit
      Participants to direct the allocation of their Account balances among
      these funds in accordance with rules prescribed by the
      Committee.  The Committee may alter the available funds or the
      procedures for allocating Account balances among them at any
      time.

              


      

      


      
        	
                4.5

              	
                Status of
      the Trust Fund.  Notwithstanding
      any other provision of this Plan, all assets of the Trust Fund remain the
      property of the Company and are subject to the claims of its
      creditors.  No Participant has any priority claim on Trust
      assets or any security interest or other right in or to them superior to
      the rights of general creditors of the
Company.

              


      

      


      
        	
                4.6

              	
                Earnings on
      Benefit Accruals.  Any
      benefit accruals under the Plan with respect to which the Company does not
      make contributions to the Trust Fund in accordance with Section 4.4 are
      credited with income, expense, gains and losses in accordance with the
      investment experience that would result if assets were invested given the
      investment allocation provided by the Committee.  The Committee
      may permit Participants to direct the investment allocation in accordance
      with rules provided by the Committee.  The Committee may alter
      the available investment alternatives or the procedures for allocating
      Account balances among them at any
time.

              


      

      


      
        	
                4.7

              	
                Nonalienability.  A
      Participant’s rights under this Plan may not be voluntarily or
      involuntarily assigned or alienated.  If a Participant attempts
      to assign his rights or enters into bankruptcy proceedings, his right to
      receive payments personally under the Plan will terminate, and the
      Committee may apply them in such manner as will, in its judgment, serve
      the best inter­ests of the
Participant.

              


      

      


      ARTICLE
5 – Vesting

      


      
        	
                5.1

              	
                Definition
      of “Vesting.”  A Participant’s interest in his Accounts
      is “vested” when it is not subject to forfeiture for any
      reason.  The nonvested portion of an Account is forfeited upon
      Separation from Service for any reason other than death, Disability or
      Separation from Service on or after Normal Retirement
  Date.

              


      

      


      
        	
                5.2

              	
                Vesting
      Requirements.

              


      

      


      
        	
                5.2.1

              	
                When a Participant’s interest
      becomes vested.  A Participant’s interest in his
      Compensation Reduction Accrual Account is fully (100%) vested at all
      times.  The percentage of his interest in his Matching
      Contribution Accrual and NonMatching Contribution Accrual Accounts is
      vested is based upon his number of Years of Service.  The
      vesting schedule is contained in Section 5.2.2.  If any of the
      events specified in Section 5.2.3 occurs, the Participant’s interest in
      his Matching Contribution Accrual and NonMatching Contribution Accrual
      Accounts is fully (100%) vested irrespective of his number of Years of
      Service.

              


      

      


      
        	
                5.2.2

              	
                Vesting
      schedule.  Each Participant has, on any date before his
      Separation from Service, death, or Disability, a vested interest in his
      Matching Contribution Accrual and NonMatching Contribution Accrual
      Accounts based on his number of Years of Service, in accordance with the
      following schedule:

              


      

      


      Years
of                                 Vested

      Vesting
Service                                     Percentage

      


      1                            100%

      


      
        	
                5.2.3

              	
                Full vesting upon attainment
      of Normal Retirement Age, death or
      Disability.  Regardless of his number of Years of
      Service, a Participant’s interest in his Matching Contribution Accrual and
      NonMatching Contribution Accrual Accounts becomes fully (100%) vested upon
      (a) his Normal Retirement Date or date of death, if his Separation from
      Service has not previously occurred or (b) the Committee’s determination
      that he is unable to continue to perform his regular duties on account of
      Disability.

              


      

      


      ARTICLE
6 – Distributions to Participants

      


      6.1                      Distributions.

      


      
        	
                6.1.1

              	
                Manner of
      distribution.  Distributions to a Participant or
      Beneficiary will be in one of the following forms or a combination
      thereof:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                lump
      sum distribution; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                annual
      installment payments not to exceed ten
years;

              


      

      


      provided
that, notwithstanding any election made by a Participant pursuant to Section
4.3.4, following a Participant’s death, his Account shall be distributed in a
lump sum.

      


      The
amount of each annual installment payment shall be determined under the
declining balance accounting method.  Annual installments shall be
considered a single payment for purposes of Section 409A of the
Code.

      


      
        	
                6.1.2

              	
                Computation of distribution
      amount.  Any distribution to a Participant or Beneficiary
      under this Article 6 shall be based on the Valuation Date immediately
      preceding the date of distribution.

              


      

      


      6.2                      Date of
Distribution.

      


      
        	
                6.2.1

              	
                Distribution pursuant to
      Participant’s Compensation Reduction
      Agreement.  Distribution of the benefits accrued under
      the Plan shall become payable as designated under properly executed
      Compensation Reduction Agreements pursuant to Section 4.3.4 upon the
      earlier of:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                a
      Participant’s Separation from
Service;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      specific date designated by the Participant in the Compensation Reduction
      Agreement provided the date occurs at least two years after any
      contribution under the Compensation Reduction Agreement or any subsequent
      date elected in accordance with Section 4.3.5;
  or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      Participant’s death.

              


      

      


      
        	
                6.2.2

              	
                Accounts balances of less than
      $10,000 at Separation from Service.  Notwithstanding any
      election made by a Participant pursuant to Section 4.3.4, any Account
      balance of less than $10,000 shall be payable in a lump sum distribution
      on a Participant’s Separation from
Service.

              


      

      


      
        	
                6.2.3

              	
                Other
      distributions.  Notwithstanding any election made by a
      Participant pursuant to Section 4.3.4, distributions from a Participant’s
      Account shall also be made by the
Committee:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                pursuant
      to a domestic relations order as defined in Section 414(p)(1)(B) of the
      Code; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                due
      to an unforeseeable emergency of the Participant, as defined in the
      regulations under Section 409A of the Code, provided that the distribution
      amount shall be limited to the amount necessary to satisfy the
      Participant’s need.

              


      

      


      The
Committee shall determine within 60 days of receipt of a domestic relations
order or a Participant request for distribution due to unforeseeable emergency
whether applicable requirements have been met and, if so, the amount of such
distribution.  Any such amount shall become payable on the date of
such determination.

      


      
        	
                6.2.4

              	
                Distributions to Specified
      Employees

              


      

      


      
        	
                 
      

              	
                (a)

              	
                So
      long as the Company’s stock is traded on an established exchange, and
      notwithstanding any other provision in the Plan or any election made by a
      Participant pursuant to Section 4.3.4, distributions to Specified
      Employees pursuant to the Specified Employee’s Separation from Service may
      not be made before the date that is six months after the date of such
      Specified Employee’s Separation from
Service.

              


      

      


      
        	
                 
      

              	
                 (b)

              	
                For
      purposes of this Section 6.2.4, Specified Employee means a Specified
      Employee as defined in Treas. Reg. §1.409A-1(i) (generally officers
      earning more than $145,000 per year, as indexed for inflation, who are
      among the fifty highest paid
employees).

              


      

      


      
        	
                6.3

              	
                Type of
      Property to be Distributed.  All
      distributions from the Plan to Participants and Beneficiaries are made in
      cash.

              


      

      


      
        	
                6.4

              	
                Income and
      Payroll Tax Withholding.  The Company shall withhold any
      taxes required to be withheld for federal, state, or local government
      purposes.

              


      

      


      
        	
                6.5

              	
                Manner of
      Distribution to Minors or Incompetents.  If at any
      time any distributee is, in the judgment of the Committee, legally,
      physically or mentally incapable of receiving any distribution due to him,
      the distribution will be made by the Committee, in its sole and absolute
      discretion, to a legal or natural guardian or legally appointed
      representative of the distributee, or, if none exists, to any other person
      or entity that, in the Committee’s discretionary judgment, will apply the
      distribution in the best interests of the intended
      distributee.  The receipt by the guardian, legal representative,
      or other person or entity pursuant to this section shall be a complete
      discharge of all obligation and right of such Participant under this
      Plan.  Neither the Company nor the Committee shall have any
      responsibility to see to the proper application of payments made under
      this section.

              


      

      


      6.6                      Election of
Beneficiary.

      


      
        	
                6.6.1

              	
                Designation or change of
      Beneficiary by Participant.  When an Eligible Employee
      qualifies for participation in the Plan, the Committee will send him a
      Beneficiary designation form, on which he may designate one or more
      Beneficiaries and successor Beneficiaries.  A Participant may
      change his Beneficiary designation at any time by filing the prescribed
      form with the Committee.  The consent of the Participant’s
      current Beneficiary is not required for a change of Beneficiary and no
      Beneficiary has any rights under this Plan except as are provided by its
      terms. The rights of a Beneficiary who predeceases the Participant who
      designated him shall immediately terminate, unless the Participant has
      specified otherwise.

              


      

      


      
        	
                6.6.2

              	
                Beneficiary if no election is
      made.   Unless a different Beneficiary has been
      elected in accordance with Section 6.6.1, the Beneficiary of any
      Participant who is lawfully married on the date of his death is his
      surviving spouse.  The Beneficiary of any other Participant who
      dies without having designated a Beneficiary is his
  estate.

              


      

      


      
        	
                6.7

              	
                Actual Date
      of Payment.  An amount payable on a date specified in
      this Article 6 shall be paid as soon as administratively feasible after
      such date; but no later than the later of the end of the calendar year in
      which the specified date occurs or the 15th
      day of the third calendar month following such specified date, provided
      the Participant (or Beneficiary) is not permitted to designate the taxable
      year of the payment.  The payment date may be postponed further
      if calculation of the amount of the payment is not administratively
      practicable due to events beyond the control of the
      Company.  The amount due the Participant shall be determined
      based on the vested balance credited to the Account of the Participant on
      the actual date of payment.

              


      

      


      ARTICLE
7 – Amendment or Termination of the Plan

      


      
        	
                7.1

              	
                Amendment
      of the Plan.  The Company may amend the Plan at any
      time.  However, no such amendment shall deprive any Participant
      of any portion of any benefits accrued before the date of the
      Amendment.

              


      

      


      
        	
                7.2

              	
                Termination
      of the Plan.  The Company may terminate the Plan, and
      distribute all vested accrued benefits, subject to the restrictions set
      forth in Treas. Reg. §1.409A-3(j)(4), if
  applicable.

              


      

      


      A
termination of the Plan must comply with the provisions of Section 409A of the
Code and the regulations and guidance promulgated thereunder, including, but not
limited to, restrictions on the timing of final distributions and the adoption
of future deferred compensation arrangements.

      


      ARTICLE
8 – Plan Administration

      


      
        	
                8.1

              	
                The
      Administrative Committee.  The Plan
      is administered by a Committee consisting of one or more individuals
      appointed by the Board of Directors.  The Board may remove any
      member of the Committee at any time, with or without cause, and may fill
      any vacancy.  If a vacancy occurs, the remaining member or
      members of the Committee have full authority to act.  The Board
      is responsible for transmitting to the Trustee the names and authorized
      signatures of the members of the Committee and, as changes take place in
      membership, the names and signatures of new members.  Any member
      of the Committee may resign by delivering his written resignation to the
      Board, the Trustee and the Committee.  Any such resignation
      becomes effective upon its receipt by the Board or on such other date as
      is agreed to by the Board and the resigning member.  The
      Committee acts by a majority of its members in office at the time and may
      take action either by vote at a meeting or by consent in writing without a
      meeting.  The Committee may adopt such rules and appoint such
      subcommittees as it deems desirable for the conduct of its affairs and the
      administration of the Plan.

              


      

      


      
        	
                8.2

              	
                Powers of
      the Committee.  In
      carrying out its duties with respect to the general administration of the
      Plan, the Committee has, in addition to any other powers conferred by the
      Plan or by law, the following
powers:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                to
      determine all questions relating to eligibility to participate in the
      Plan;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to
      compute and certify to the Trustee the amount and kind of distributions
      payable to Participants and their
Beneficiaries;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                to
      maintain all records necessary for the administration of the Plan that are
      not maintained by the Company or the
Trustee;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                to
      interpret the provisions of the Plan and to make and publish such rules
      for the administration of the Plan as are not inconsistent with the terms
      thereof;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                to
      establish and modify the method of accounting for the Plan or the
      Trust;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                to
      employ counsel, accountants and other consultants to aid in exercising its
      powers and carrying out its duties hereunder;
  and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                to
      perform any other acts necessary and proper for the administration of the
      Plan, except those that are to be performed by the
  Trustee.

              


      

      


      8.3                      Indemnification.

      


      
        	
                8.3.1

              	
                Indemnification of members of
      the Committee by the Company.  The Company agrees to
      indemnify and hold harmless each member of the Committee against any and
      all expenses and liabilities arising out of his action or failure to act
      in such capacity, excepting only expenses and liabilities arising out of
      his own willful misconduct.  This right of indemnification is in
      addition to any other rights to which any member of the Committee may be
      entitled.

              


      

      


      
        	
                8.3.2

              	
                Liabilities for which members
      of the Committee are indemnified.  Liabilities and
      expenses against which a member of the Committee is indemnified hereunder
      include, without limitation, the amount of any settlement or judgment,
      costs, counsel fees and related charges reasonably incurred in connection
      with a claim asserted or a proceeding brought against him or the
      settlement thereof.

              


      

      


      
        	
                8.3.3

              	
                Company’s right to settle
      claims.  The Company may, at its own expense, settle any
      claim asserted or proceeding brought against any member of the Committee
      when such settlement appears to be in the best interests of the
      Company.

              


      

      


      
        	
                8.4

              	
                Claims
      Procedure.  If a
      dispute arises between the Committee and a Participant or Beneficiary over
      the amount of benefits payable under the Plan, the Participant or
      Beneficiary may file a claim for benefits by notifying the Committee in
      writing of his claim.  The Committee will review and adjudicate
      the claim pursuant to the rules provided for in the claims and appeals
      requirements of ERISA.

              


      

      


      
        	
                8.5

              	
                Expenses of
      the Committee.  The
      members of the Com­mittee shall serve without compensation for
      services as such.  All expenses of the Committee are paid by the
      Company.

              


      

      


      
        	
                8.6

              	
                Correspondence
      to the Committee.  Correspondence, including benefit
      claims, may be sent via first class mail, postage prepaid,
    to:

              


      

      


      Committee
for the RehabCare Group, Inc.

      Executive
Deferred Compensation Plan

      RehabCare
Group, Inc.

      7733
Forsyth Boulevard, Suite 2300

      St.
Louis, MO 63105

      


      
        	
                8.7

              	
                Expenses of
      the Plan.  The
      expenses of administering the Plan shall be paid by the
      Company.

              


      

      


      ARTICLE
9 – Miscellaneous

      


      
        	
                9.1

              	
                Plan Not a
      Contract of Employment.  The
      adoption and maintenance of the Plan does not constitute a contract
      between the Employers and any Participant and is not a considera­tion
      for the employment of any person.  Nothing herein contained
      gives any Participant the right to be retained in the employ of the
      Employers or derogates from the right of the Employer to discharge any
      Participant at any time without regard to the effect of such discharge
      upon his rights as a Participant in the
Plan.

              


      

      


      
        	
                9.2

              	
                No Rights
      Under Plan Except as Set Forth Herein.  Nothing in
      this Plan, express or implied, is intended, or shall be construed, to
      confer upon or give to any person, firm, association, or corporation,
      other than the parties hereto and their successors in interest, any right,
      remedy, or claim under or by reason of this Plan or any covenant,
      condition, or stipula­tion hereof, and all covenants, conditions and
      stipulations in this Plan, by or on behalf of any party, are for the sole
      and exclusive benefit of the parties
hereto.

              


      

      


      


      



      
        
          
            4599762.3
                                                           
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      IN
WITNESS WHEREOF, RehabCare Group, Inc. has adopted the foregoing 2009
Restatement of the Plan by authority of its Board of Directors this ______ day
of _______________ 2008.

      


      


      


      REHABCARE
GROUP, INC.

      


      


      By:           ____________________________________

      


      Title:                      ____________________________________