<PAGE>

                                                                    Exhibit 10.1
                      SELECT MEDICAL HOLDINGS CORPORATION

                           2005 EQUITY INCENTIVE PLAN
                 (amended and restated as of November 8, 2005)

                                   ARTICLE I
                                    GENERAL

      1.1 Purpose. The purpose of the Select Medical Holdings Corporation 2005
Equity Incentive Plan (the "Plan") is to:

            (a) attract and retain employees of the Company and its
      Subsidiaries, qualified individuals to serve as non-employee members of
      the Board of Directors of the Company, and consultants to provide services
      to the Company and its Subsidiaries;

            (b) motivate participating employees, directors and consultants, by
      means of appropriate incentives, to achieve long-range goals;

            (c) provide incentive compensation opportunities which are
      competitive with those of other major corporations in the Company's peer
      group; and

            (d) further identify participants' interests with those of the
      Company's other stockholders through compensation alternatives based on
      the Company's stock;

and thereby promote the long-term financial interest of the Company and its
Subsidiaries, including the growth in value of the Company's equity and
enhancement of long-term stockholder return.

      1.2 Effective Date. The Plan has been approved by a majority of all the
stockholders of the Company and shall be effective as of the Effective Time. The
Plan shall terminate ten years after the Effective Time; provided, that the
provisions of Article V of the Plan shall survive such termination in accordance
with the terms thereof.

      1.3 Definitions. The following definitions are applicable to the Plan.

            (a) "1934 Act" means the Securities Exchange Act of 1934, as
      amended, or any successor statute.

            (b) "Affiliate" means, with respect to any specified Person, a
      Person that directly, or indirectly through one or more intermediaries,
      Controls, is Controlled by or is under common Control with, the specified
      Person; provided, that, for purposes of the definition of Third Party
      contained in Section 5.2(a) of the Plan, no portfolio company of WCAS IX
      (or of any other investment partnership under common control with WCAS IX)
      shall be deemed to be an Affiliate of the Company or WCAS IX unless a
      majority of the outstanding voting securities of such portfolio company
      are owned by WCAS IX and/or such other investment partnership.

<PAGE>

            (c) "Board" means the Board of Directors of the Company.

            (d) "Business Day" means a day other than a day on which commercial
      banks in New York, New York are authorized or required by law to close.

            (e) "Change of Control" has the meaning provided for such term in
      the Company's Amended and Restated Certificate of Incorporation.

            (f) "Code" means the Internal Revenue Code of 1986, as amended.

            (g) "Committee" means the compensation committee of the Board (or,
      if there is no such committee, the Board committee performing equivalent
      functions), which, from and after the date the Company registers any class
      of its equity securities pursuant to Section 12 of the 1934 Act, shall be
      comprised of at least two members of the Board who are (i) "non-employee
      directors" as defined under rules and regulations promulgated under
      Section 16(b) of the 1934 Act and (ii) "outside directors" as defined in
      Section 162(m) of the Code. The Board shall have the power to fill
      vacancies on the Committee arising by resignation, death, removal or
      otherwise. The Committee may delegate ministerial tasks to such persons as
      it deems appropriate.

            (h) "Company" means Select Medical Holdings Corporation, a Delaware
      corporation.

            (i) "Control" (including the terms "Controlling", "Controlled by"
      and "under common Control with") means the possession, direct or indirect,
      of the power to direct or cause the direction of the management and
      policies of a Person, whether through the ownership of voting securities,
      by contract or otherwise.

            (j) "Disabled" means the person so affected is unable to engage in
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or
      which has lasted or can be expected to last for a continuous period of not
      less than one hundred eighty (180) days. The Committee shall have sole
      discretion to determine whether a Participant is Disabled for purposes of
      the Plan.

            (k) "Effective Time" has the meaning given to such term in the
      Merger Agreement.

            (l) "Fair Market Value" means, with respect to a share of Stock on
      any date herein specified, (i) if the shares of Stock are listed or
      admitted for trading on a national securities exchange, the reported
      closing sales price regular way, or, in case no such reported sale takes
      place on such day, the average of the reported closing bid and asked
      prices regular way, in either case on the principal national securities
      exchange on which the shares of Stock are listed or admitted for trading,
      or (ii) if the shares of Stock are not listed or admitted for trading on a
      national securities exchange, (A) the closing transaction price of the
      shares of Stock on the National Association of Securities Dealers
      Automated Quotation System ("NASDAQ") or, in the case no such reported
      transaction takes place on such  day, the average of the reported
      closing bid and asked prices thereof

                                      -2-
<PAGE>


      quoted on NASDAQ, or (B) if the shares of Stock are not quoted on NASDAQ,
      the average of the closing bid and asked prices of the shares of Stock in
      the over-the-counter market, as reported by The National Quotation Bureau,
      Inc., or an equivalent generally accepted reporting service, or (iii) if
      on any such day the shares of Stock are not quoted by any such
      organization, the fair market value per share of Stock on such day, as
      determined in good faith by the Committee. If the Fair Market Value of
      Stock is to be determined as of a day other than a trading day, the Fair
      Market Value of Stock for such day shall be determined as described above
      on the last trading day ending prior to the date as of which the
      determination is being made. If, in the discretion of the Committee,
      another means of determining Fair Market Value shall be necessary or
      advisable in order to comply with the requirements of Section 162(m) of
      the Code or any other applicable law, governmental regulation, or ruling
      of any governmental entity, then the Committee may provide for another
      means of such determination.

            (m) "Incentive Stock Option" means a Stock Option intended to
      qualify as an incentive stock option within the meaning of Section 422 of
      the Code.

            (n) "Merger Agreement" means that certain Agreement and Plan of
      Merger dated as of October 17, 2004 made and entered into by and among the
      Company, EGL Acquisition Corp. and Select.

            (o) "Option Date" means, with respect to any Stock Option, the date
      on which the Stock Option is awarded under the Plan.

            (p) "Option Share" means any share of Stock issued upon exercise of
      a Stock Option, regardless of whether the Holder of such share is the
      Participant in respect of which such Stock Option was originally issued
      under the Plan or a transferee thereof.

            (q) "Non-Qualified Stock Option" means a Stock Option other than an
      Incentive Stock Option.

            (r) "Participant" means any employee of the Company or any
      Subsidiary, any non-employee member of the Company's Board, and any
      consultant providing services to the Company or any Subsidiary, who is
      selected by the Committee to participate in the Plan.

            (s) "Permitted Transferees" means a member of a Participant's
      immediate family, trusts for the benefit of the Participant or such
      immediate family members, a foundation in which such immediate family
      members (or the Participant) control the management of assets, and
      partnerships in which the Participant or such immediate family members are
      the only partners, in each case provided that no consideration is provided
      for the transfer. Immediate family members shall include a Participant's
      spouse and descendants (children, grandchildren and more remote
      descendants), and shall include step-children and relationships arising
      from legal adoption.

            (t) "Person" means any natural person, corporation, limited
      liability company, partnership, trust, joint stock company, business
      trust, unincorporated

                                      -3-
<PAGE>

      association, joint venture, governmental authority or other legal entity
      of any nature whatsoever.

            (u) "Qualified IPO" has the meaning provided for such term in the
      Company's Amended and Restated Certificate of Incorporation.

            (v) "Restricted Period" has the meaning given to it in Article IV.

            (w) "Restricted Stock" has the meaning given to it in Article IV.

            (x) "Retirement" means the termination of employment from the
      Company constituting retirement as determined by the Committee.

            (y) "Select" means Select Medical Corporation, a Delaware
      corporation.

            (z) "Stock" means the Common Stock of the Company, par value $0.001
      per share.

            (aa) "Stock Option" means the right of a Participant to purchase
      Stock pursuant to an Incentive Stock Option or a Non-Qualified Stock
      Option awarded pursuant to the provisions of the Plan.

            (bb) "Subsidiary" means, during any period, any corporation or other
      entity of which 50% or more of the total combined voting power of all
      classes of stock (or other equity interests in the case of an entity other
      than a corporation) entitled to vote is owned, directly or indirectly, by
      the Company.

            (cc) "Terminated for Cause" shall mean that a Participant's
      employment is terminated for "cause" as specified in a written employment
      agreement, if the Participant is party to a written employment agreement
      with the Company or any Subsidiary, or, with respect to a Participant that
      is not a party to a written employment agreement with the Company or any
      Subsidiary, if the Committee determines that such Participant is being
      terminated as a result of malfeasance, misconduct, dishonesty, disloyalty,
      disobedience or action that might reasonably be expected to injure the
      Company or its business interests or reputation.

            (dd) "Transfer" means a transfer, sale, assignment, pledge,
      hypothecation or other disposition (including by operation of law),
      whether directly or indirectly pursuant to the creation of a derivative
      security, the grant of an option or other right or the imposition of a
      restriction on disposition or voting.

            (ee) "WCAS IX" shall mean Welsh, Carson, Anderson & Stowe IX, L.P.,
      a Delaware limited partnership.

      1.4 Administration. The Plan shall be administered by the Committee. If
for any reason there is no Committee, the duties of the Committee shall be
performed by the Board. Subject to the provisions of the Plan, the Committee
shall have authority to select Participants to receive awards of Stock Options
or Restricted Stock, to determine the time or times of receipt, to

                                      -4-
<PAGE>

determine the types of awards and the number of shares covered by the awards, to
establish the terms, conditions, performance criteria, restrictions, and other
provisions of such awards, and to amend, modify or suspend outstanding awards;
provided, that, except as expressly provided in the Plan, the Committee may not,
without the Participant's consent, alter the terms of any award so as to affect
adversely the Participant's rights under the award unless the Committee
expressly reserved the right to do so at the time of the award. Notwithstanding
the foregoing proviso, and subject to Section 5.4, the provisions of Article V
of the Plan can be amended, modified, supplemented or otherwise altered without
the consent of any Participant or Holder of Option Shares so long as all
Participants and Holders of Option Shares are treated in the same manner by such
alteration. The Committee is authorized to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, to determine
the terms and provisions of any agreements made pursuant to the Plan, to modify
such agreements, and to make all other determinations that may be necessary or
advisable for the administration of the Plan; provided, that, if any such
interpretation, rule, regulation, agreement, modification or other determination
would adversely affect the rights of WCAS IX under Article V of the Plan, the
Committee shall not take such action without the prior written consent of WCAS
IX. Decisions of the Committee (including decisions regarding the interpretation
and application of the Plan) shall be binding on the Company and on all
Participants and other interested parties. From and after the date the Company
registers any class of its equity securities pursuant to Section 12 of the 1934
Act, with respect to persons subject to Section 16 of the 1934 Act, transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successor rule or statute under the 1934 Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law. The Committee shall hold
its meetings at such times and places as it deems advisable. A majority of the
Committee shall constitute a quorum for a meeting. All determinations of the
Committee shall be made by a majority of its members attending the meeting.
Furthermore, any decision or determination reduced to writing and signed by all
of the members of the Committee shall be as effective as if it had been made by
a majority vote at a meeting properly called and held.

      1.5 Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, the employees,
non-employee Board members and consultants of the Company or any of its
Subsidiaries who will participate in the Plan. In the discretion of the
Committee, a Participant may be awarded Stock Options or Restricted Stock, and
more than one award may be granted to a Participant. Except as otherwise agreed
to by the Company and the Participant, any award under the Plan shall not affect
any previous award to the Participant under the Plan or any other plan
maintained by the Company or any of its Subsidiaries.

      1.6 Shares Subject to the Plan. The shares of Stock with respect to which
awards may be made under the Plan shall be either authorized and unissued shares
or issued shares. Subject to adjustment pursuant to the provisions of Section
1.11, the number of shares of Stock that may be delivered in respect of awards
granted under the Plan for the grant of Stock Options shall not initially exceed
22,724,598 shares in the aggregate plus an additional amount, calculated by the
Committee from time to time, equal to 10% of the Company's total issued and
outstanding Common Stock in excess of 227,245,979, provided that the number of
shares of Stock that may be delivered in respect of Incentive Stock Options
granted under the Plan shall not exceed 25,000,000 shares, and the number of
shares of Stock available under the Plan for issuance as Restricted Stock shall

                                      -5-
<PAGE>

not exceed 52,589,075 shares in the aggregate. Upon the exercise of a Stock
Option, including a Stock Option granted under this Section 1.6, the number of
shares underlying that Stock Option shall be added to the total amount of shares
with respect to which Stock Options may be granted under this Section 1.6;
provided, that all then applicable securities laws requirements and listing
standard requirements, if any, (including any applicable shareholder approval
requirements) have been obtained with respect to the grant of Stock Options in
respect of such shares; and provided, further, that the number of shares of
Stock that may be delivered in respect of Incentive Stock Options granted under
the Plan shall not exceed 25,000,000 shares. For the avoidance of doubt, if any
award under the Plan or any portion of the award, shall expire, terminate or be
forfeited or cancelled, or be settled in cash pursuant to the terms of the Plan
and, therefore, any such shares are no longer distributable under the award,
such shares of Stock shall again be available for award under the Plan, subject
to the foregoing limits.

      1.7 Compliance With Applicable Laws. Notwithstanding any other provision
of the Plan, the Company shall have no liability to issue any shares of Stock
under the Plan unless such issuance would comply with all applicable laws and
the applicable requirements of any securities exchange or similar entity. Prior
to the issuance of any shares of Stock under the Plan, the Company may require a
written statement that the recipient is acquiring the shares for investment and
not for the purpose or with the intention of distributing the shares. The
Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of a Stock Option or in connection with an award of Restricted Stock as the
Committee determines to be desirable in order to comply with applicable laws and
any applicable requirements of any securities exchange or similar entity.

      1.8 Withholding of Taxes. All awards and payments under the Plan are
subject to withholding of all applicable taxes. The Committee, in its sole
discretion, may permit withholding obligations to be satisfied through the
surrender of shares of Stock which the Participant already owns, or to which a
Participant is otherwise entitled under the Plan. The Company shall have the
right to deduct from all amounts paid in cash in consequence of the exercise of
a Stock Option or in connection with an award of Restricted Stock under the Plan
any taxes required by law to be withheld with respect to such cash payments.
Where an employee or other person is entitled to receive shares of Stock
pursuant to the exercise of a Stock Option pursuant to the Plan, the Company
shall have the right to require the employee or such other person to pay to the
Company the amount of any taxes that the Company is required to withhold with
respect to such shares, or, in lieu thereof, and in the sole discretion of the
Committee, to retain, or sell without notice, a sufficient number of such shares
to cover the amount required to be withheld. Upon termination of the Restricted
Period with respect to an award of Restricted Stock (or such earlier time, if
any, as an election is made by the Participant under Section 83(b) of the Code,
or any successor provisions thereto, to include the value of such shares in
taxable income), the Company shall have the right to require the Participant or
any other person receiving shares of Stock in respect of such Restricted Stock
award to pay to the Company the amount of taxes that the Company is required to
withhold with respect to such shares of Stock or, in lieu thereof, to retain or
sell without notice a sufficient number of shares of Stock held by it to cover
the amount required to be withheld. The Company shall have the right to deduct
from all dividends paid with respect to Restricted Stock the amount of taxes
that the Company is required to withhold with respect to such dividend payments.

                                      -6-
<PAGE>

      1.9 Transferability. Incentive Stock Options are not transferable except
as designated by the Participant by will or by the laws of descent and
distribution. Incentive Stock Options may be exercised during the lifetime of
the Participant only by the Participant or his guardian or legal representative.
Non-Qualified Stock Options are not transferable except as designated by the
Participant by will or by the laws of descent and distribution or, if provided
by the Committee in the option agreement, to Permitted Transferees in compliance
with such option agreement. Non-Qualified Stock Options may be exercised either
by the Participant, his guardian or legal representative and as otherwise
permitted under the laws of descent and distribution, or by a Permitted
Transferee to whom any such Non-Qualified Stock Options are transferred in
compliance with the terms of the option agreement therefor. During the
Restricted Period, shares of Restricted Stock awarded under the Plan are not
transferable except as designated by the Participant by will or by the laws of
descent and distribution or, if provided in the award agreement, to Permitted
Transferees in compliance with such award agreement. Stock Options, shares of
Stock issued upon exercise of Stock Options and shares of Restricted Stock shall
also be subject to the applicable provisions of Article V and any other
restrictions on transfer contained in the option or award agreements relating
thereto. Without limiting the generality of the foregoing, as a condition to the
granting of any award of Restricted Stock or Stock Options to any Participant
not already a party thereto, the Company may require the Participant to execute
and deliver to the Company an instrument of joinder to the Stockholders
Agreement dated as of February 24, 2005 among the Company and its stockholders,
as amended.

      1.10 Employee and Stockholder Status. The Plan does not constitute a
contract of employment or for services, and selection as a Participant will not
give any employee, non-employee director or consultant the right to be retained
in the employ of, nor to continue to provide services as a director or
consultant to, the Company or any Subsidiary. No award of Stock Options under
the Plan shall confer upon the holder thereof any right as a stockholder of the
Company until the issuance of shares of Stock to the holder thereof upon the
exercise of such Stock Option. If the transfer of shares is restricted pursuant
to Section 1.9, certificates representing such shares may bear a legend
referring to such restrictions.

      1.11 Adjustments to Number of Shares Subject to the Plan. In the event of
any change in the outstanding shares of Stock of the Company by reason of any
stock dividend, split, spinoff, recapitalization, merger, consolidation,
combination, extraordinary dividend, exchange of shares or other similar change,
the aggregate number and class of shares of Company capital stock with respect
to which awards may be made under the Plan, and the terms (including exercise
price) and the number and class of shares subject to any outstanding Stock
Options shall be equitably adjusted by the Committee.

      1.12 Change in Stock and Adjustments; Change of Control; Qualified IPO.

            (a) If, while unexercised Stock Options remain outstanding under the
      Plan, the Company is merged into or consolidated with another corporation
      under circumstances where the Company is not the surviving corporation or
      the Company is liquidated or sells or otherwise disposes of substantially
      all its assets to another corporation, the Committee may provide for the
      assumption of some or all outstanding Stock Options, or for the grant of
      new awards in substitution therefor, by the acquirer or survivor or
      Affiliate of the acquirer or survivor, in each case on such terms and
      subject to

                                      -7-
<PAGE>

      such conditions as the Committee determines, but in no event on terms and
      conditions less favorable, in the aggregate, than those applicable to
      outstanding Stock Options immediately prior to such merger, consolidation,
      liquidation, sale or disposition, as determined by the Committee in its
      reasonable discretion. In the absence of such an assumption or if there is
      no substitution, (i) subject to the provisions of clause (ii) below, upon
      the effective date of such merger, consolidation, liquidation or sale, as
      the case may be, each holder of an outstanding Stock Option shall be
      entitled, upon exercise of such Stock Option, to receive, in lieu of each
      share of Stock for which such Stock Option is exercised, shares of such
      stock (or other securities or consideration) as the holder of one share of
      Stock received pursuant to the terms of the merger, consolidation,
      liquidation or sale, and (ii) in the case of any such merger,
      consolidation, liquidation, sale or other transaction, all outstanding
      Stock Options may be canceled by the Committee as of a date not earlier
      than the effective date of any such merger, consolidation, liquidation,
      sale or other transaction in exchange for cash or other consideration
      described in clause (i) above, provided that (A) at least ten (10) days'
      notice of such cancellation shall be given to each holder of a Stock
      Option, and (B) following receipt of any such notice each holder of a
      Stock Option shall have the right to exercise such Stock Option in full
      (without regard to any vesting or other limitations on exercise set forth
      in or imposed pursuant to the Plan or the award documentation relating to
      the Stock Option) conditioned on the consummation of such merger,
      consolidation, liquidation or other transaction and may defer delivery of
      the purchase price of any shares of Stock to be purchased upon exercise of
      the Stock Option until not later than five (5) business days after receipt
      from the Committee of written notice of such consummation or occurrence.
      The Committee may also provide that, in connection with the consummation
      of any such merger, consolidation, liquidation, sale or other transaction,
      all Stock Options shall be canceled in exchange for cash based on the
      value of the consideration paid to the Company's stockholders in such
      transaction. In the event that the merger, consolidation, liquidation,
      sale or other transaction does not occur, then on notice from the
      Committee of such failure to occur any exercise of a Stock Option
      conditioned on such occurrence shall be null and void and all limitations
      on exercise of a Stock Option shall remain in effect as if the Committee
      had never sent any notice of cancellation.

            (b) The agreement provided for in Section 1.13 shall set forth the
      effect, if any, of a Change of Control or a Qualified IPO upon any Stock
      Options or Restricted Stock awarded under the Plan.

      1.13 Agreement With Company. At the time of any awards under the Plan, the
Committee will require a Participant to enter into an agreement with the Company
in a form specified by the Committee, agreeing to the terms and conditions of
the Plan and to such additional terms and conditions, not inconsistent with the
Plan, as the Committee may, in its sole discretion, prescribe. Notwithstanding
anything to the contrary contained above, each such agreement relating to Stock
Options shall contain the provisions set forth in Section 5.3 of this Plan. In
the event of any inconsistency or conflict between the terms of the Plan and the
agreement, the terms of the Plan shall govern.

      1.14 No Funds Established. It is not intended that awards under the Plan
be set aside in a trust which would qualify as an employee's trust within the
meaning of Sections 401 or 402

                                      -8-
<PAGE>

of the Code, or in any other type of trust, fund, or separate account. The
rights of any Participant and any person claiming under such Participant shall
not rise above or exceed those of an unsecured creditor of the Company.

      1.15 Assignment. Except as contemplated by Section 1.9, no right or
benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge the same shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to any
debts, contracts, liabilities, or torts of the person entitled to such benefits.

      1.16 Gender, Tense and Headings. Whenever the context requires such, words
of the masculine gender used herein shall include the feminine and neuter, and
words used in the singular shall include the plural. Headings as used herein are
inserted solely for convenience and reference and constitute no part of the
construction of the Plan.

      1.17 Tax Consequences. Neither the Company nor the Committee makes any
commitment or guarantee that any federal, state or local tax treatment will
apply or be available to any Participant.

      1.18 Severability. In the event that any provision of this Plan shall be
held illegal, invalid or unenforceable for any reason, such provision shall be
fully severable, but shall not affect the remaining provisions of the Plan, and
the Plan shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.

      1.19 Amendment and Termination of Plan. Subject to Section 5.4 hereof, the
Board may at any time and in any way amend the Plan or any outstanding award,
and may at any time terminate the Plan as to any future grants or awards;
provided, that except as otherwise expressly provided, the Board may not alter
adversely or impair the Participant's rights under any Stock Options or
Restricted Stock previously awarded under the Plan without the consent of the
holder thereof. Notwithstanding the foregoing proviso, and subject to Section
5.4, the provisions of Article V of the Plan can be amended, modified,
supplemented or otherwise altered without the consent of any Participant or
Holder of Option Shares so long as all Participants and Holders of Option Shares
are treated in the same manner by such alteration.

      1.20 Application of Funds. The proceeds received by the Company from the
sale of Stock pursuant to Stock Options and awards of Restricted Stock granted
under the Plan shall be used for general corporate purposes. Any cash received
in payment for shares upon exercise of a Stock Option shall be added to the
general funds of the Company and shall be used for its corporate purposes. Any
Stock received in payment for shares upon exercise of a Stock Option shall
become treasury stock.

      1.21 Governing Law. The Plan shall be governed by the applicable Code
provisions to the maximum extent possible. Otherwise, the laws of the State of
Delaware shall govern the operation of, and the rights of Participants under,
the Plan, and Options and awards of Restricted Stock granted thereunder.

      1.22 Indemnification of Board and Committee. Without limiting any other
rights of indemnification which they may have from the Company and any
Subsidiary, the members of

                                      -9-
<PAGE>

the Board and the members of the Committee shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in connection with
any claim, action, suit, or proceeding to which they or any of them may be a
party by reason of any action taken or failure to act under, or in connection
with, the Plan, or any Stock Option or award of Restricted Stock granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit, or proceeding,
except a judgment based upon a finding of willful misconduct or recklessness on
their part. Upon the making or institution of any such claim, action, suit, or
proceeding, the Board or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and defend the
same before such Board or Committee member undertakes to handle it on his or her
own behalf. The provisions of this Section shall not give members of the Board
or the Committee greater rights than they would have under the Company's by-laws
or the Delaware General Corporation Law.

                                   ARTICLE II
                             INCENTIVE STOCK OPTIONS

      2.1 Definition. The award of any Incentive Stock Option under the Plan
entitles the Participant to purchase shares of Stock at a price fixed at the
time the option is awarded, subject to the following terms of this Article II
and the terms of the award documentation.

      2.2 Eligibility. The Committee shall designate the employees to whom
Incentive Stock Options are to be awarded under the Plan and shall determine the
number of option shares to be offered to each Participant under each Incentive
Stock Option awarded. Incentive Stock Options may be awarded only to employees
of the Company or its corporate Subsidiaries. In no event shall the aggregate
Fair Market Value (determined at the time the option is awarded) of Stock with
respect to which Incentive Stock Options are exercisable for the first time by
an individual during any calendar year (under all plans of the Company and all
Related Companies) exceed $100,000; any Stock Options awarded in excess of this
limit shall be considered Non-Qualified Stock Options for federal income tax
purposes, determined in accordance with the final regulations promulgated under
Section 422 of the Code.

      2.3 Exercise Price. The purchase price per share of Stock under each
Incentive Stock Option shall be determined by the Committee, provided, however,
that in no event shall such price be less than the greater of (a) 100% of the
Fair Market Value per share of Stock as of the Option Date (110% of such Fair
Market Value if the holder of the option owns stock possessing more than 10% of
the combined voting power of all classes of stock of the Company or any
Subsidiary) or (b) the par value per share of Stock on such date.

      2.4 Exercise.

            (a) Each Incentive Stock Option shall become and be exercisable at
      such time or times and during such period or periods, in full or in such
      installments as may be determined by the Committee at the Option Date. To
      the extent provided by the Committee, the full purchase price of each
      share of Stock purchased upon the exercise of any Incentive Stock Option
      shall be paid in cash, by delivery of shares of Stock (valued at Fair
      Market Value as of the day of exercise) that have an aggregate Fair Market
      Value

                                      -10-
<PAGE>

      equal to the exercise price and that have been outstanding for at least
      six months (unless the Committee approves a shorter period), by any other
      means acceptable to the Committee, or in any combination thereof, at the
      time of such exercise and, as soon as practicable thereafter, a
      certificate representing the shares so purchased shall be delivered to the
      person entitled thereto. If payment of the purchase price of shares of
      Stock is paid in cash, payments shall be made only with cash, cashier's
      check, certified check, official bank check or postal money order payable
      to the order of the Company in the amount (in United States dollars) of
      the purchase price. If payment of such purchase price is made by shares of
      Stock, the Participant shall deliver to the Company (i) certificates
      registered in the name of such Participant representing a number of shares
      of Stock legally and beneficially owned by such Participant, free of
      liens, claims and encumbrances of every kind and having a Fair Market
      Value as of the date of delivery of such notice that is not greater than
      the purchase price of the shares of Stock with respect to which such Stock
      Options are to be exercised, such certificates to be accompanied by stock
      powers duly endorsed in blank by the record holder of the shares of Stock
      represented by such certificates, and (ii) if the purchase price of the
      shares of Stock with respect to which such Stock Option is to be exercised
      exceeds such Fair Market Value, cash or a cashier's check, certified
      check, official bank check or postal money order payable to the order of
      the Company in the amount (in United States dollars) of such excess. From
      and after the date of an initial public offering of the Stock (an "IPO"),
      the Committee may permit a Participant to elect to pay the purchase price
      upon the exercise of a Stock Option by irrevocably authorizing a third
      party acceptable to the Committee or its designee to sell the shares of
      Stock (or a sufficient portion of the shares of Stock) acquired upon
      exercise of the Stock Option and remit to the Company a sufficient portion
      of the sale proceeds to pay the entire purchase price and any tax
      withholding resulting from such exercise.

            (b) Stock Options shall be exercised by the delivery of written
      notice to the Company setting forth the number of shares of Stock with
      respect to which the Incentive Stock Option is to be exercised and the
      address to which the certificates representing shares of the Stock
      issuable upon the exercise of such Incentive Stock Option shall be mailed.
      In order to be effective, such written notice shall be accompanied by a
      form of payment as provided in Section 2.4(a). Such notice shall be
      delivered in person to the Secretary of the Company, or shall be sent by
      registered mail, return receipt requested, to the Secretary of the
      Company, in which case, delivery shall be deemed made on the date such
      notice is deposited in the mail.

      2.5 Option Expiration Date. The "Expiration Date" with respect to an
Incentive Stock Option or any portion thereof awarded to a Participant under the
Plan means the earliest of:

            (a) the date that is ten (10) years after the date on which the
      Incentive Stock Option is awarded (if the Participant owns stock
      possessing more than 10% of the combined voting power of all classes of
      stock of the Company or any Subsidiary, the date that is five (5) years
      after the date on which the Incentive Stock Option is awarded);

            (b) the date established by the Committee at the time of the award;

                                      -11-
<PAGE>

            (c) unless the Committee provides otherwise at the time of the
      award, the date that is one year after the Participant's employment with
      the Company and all corporate Subsidiaries is terminated by reason of the
      Participant becoming disabled (within the meaning of Section 22(e)(3) of
      the Code) or the Participant's death; or

            (d) unless the Committee provides otherwise at the time of the
      award, the date that is ninety (90) days after the termination of the
      Participant's employment and service with the Company and all corporate
      Subsidiaries for any reason other than by reason of the Participant
      becoming disabled (within the meaning of Section 22(e)(3) of the Code) or
      the Participant's death.

Notwithstanding the foregoing, unless the Committee provides otherwise at the
time of grant, if the Participant is Terminated for Cause all Stock Options held
by the Participant shall immediately terminate. All rights to purchase shares of
Stock pursuant to an Incentive Stock Option shall cease as of such Stock
Option's Expiration Date.

                                  ARTICLE III
                           NON-QUALIFIED STOCK OPTIONS

      3.1 Definition. The award of any Non-Qualified Stock Option under the Plan
entitles the Participant to purchase shares of Stock at a price fixed at the
time the option is awarded, subject to the following terms of this Article III
and the terms of the award documentation.

      3.2 Eligibility. The Committee shall designate the Participants to whom
Non-Qualified Stock Options are to be awarded under the Plan and shall determine
the number of option shares to be offered to each such Participant under any
Non-Qualified Stock Option awarded.

      3.3 Exercise Price. The purchase price of a share of Stock under each
Non-Qualified Stock Option shall be determined by the Committee in its sole
discretion, but shall not be less than 100% of the Fair Market Value of a share
of Stock at the time of the grant.

      3.4 Exercise.

            (a) Each Non-Qualified Stock Option shall become and be exercisable
      at such time or times and during such period or periods, in full or in
      such installments as may be determined by the Committee at the Option
      Date. To the extent provided by the Committee, the full purchase price of
      each share of Stock provided upon exercise of a Non-Qualified Stock Option
      shall be paid in cash, by delivery of shares of Stock (valued at Fair
      Market Value as of the day of exercise) that have a Fair Market Value
      equal to the exercise price and that have been outstanding for at least
      six months (unless the Committee approves a shorter period), by any other
      means acceptable to the Committee, or in any combination thereof. If
      payment of the purchase price of shares of Stock is paid in cash, payments
      shall be made only with cash, cashier's check, certified check, official
      bank check or postal money order payable to the order of the Company in
      the amount (in United States dollars) of the purchase price. If payment of
      such purchase price is made by shares of Stock, the Participant shall
      deliver to the Company (i) certificates registered

                                      -12-
<PAGE>

      in the name of such Participant representing a number of shares of Stock
      legally and beneficially owned by such Participant, free of liens, claims
      and encumbrances of every kind and having a Fair Market Value as of the
      date of delivery of such notice that is not greater than the purchase
      price of the shares of Stock with respect to which such Stock Options are
      to be exercised, such certificates to be accompanied by stock powers duly
      endorsed in blank by the record holder of the shares of Stock represented
      by such certificates, and (ii) if the purchase price of the shares of
      Stock with respect to which such Stock Option is to be exercised exceeds
      such Fair Market Value, cash or a cashier's check, certified check,
      official bank check or postal money order payable to the order of the
      Company in the amount (in United States dollars) of such excess. From and
      after the date of an IPO, the Committee may permit a Participant to elect
      to pay the purchase price upon the exercise of a Stock Option by
      irrevocably authorizing a third party acceptable to the Committee or its
      designee to sell shares of Stock (or a sufficient portion of the shares of
      Stock) acquired upon exercise of the Stock Option and remit to the Company
      a sufficient portion of the sale proceeds to pay the entire purchase price
      and any tax withholding resulting from such exercise.

            (b) Stock Options shall be exercised by the delivery of written
      notice to the Company setting forth the number of shares of Stock with
      respect to which the Non-Qualified Stock Option is to be exercised and the
      address to which the certificates representing shares of the Stock
      issuable upon the exercise of such Non-Qualified Stock Option shall be
      mailed. In order to be effective, such written notice shall be accompanied
      by a form of payment as provided in Section 3.4(a). Such notice shall be
      delivered in person to the Secretary of the Company, or shall be sent by
      registered mail, return receipt requested, to the Secretary of the
      Company, in which case, delivery shall be deemed made on the date such
      notice is deposited in the mail.

      3.5 Option Expiration Date. The "Expiration Date" with respect to a
Non-Qualified Stock Option or any portion thereof awarded to a Participant under
the Plan means the earliest of:

            (a) the date established by the Committee at the time of the award;

            (b) unless the Committee provides otherwise at the time of grant,
      the date that is one year after the Participant's employment with the
      Company and all Subsidiaries is terminated by reason of the Participant
      becoming Disabled, the Participant's death or the Participant's
      Retirement; or

            (c) unless the Committee provides otherwise at the time of grant,
      the date that is ninety (90) calendar days after the termination of the
      Participant's employment and service with the Company and all Subsidiaries
      for any reason other than the Participant becoming Disabled, the
      Participant's death or the Participant's Retirement.

Notwithstanding the foregoing, unless the Committee provides otherwise at the
time of grant (i) if the Participant is Terminated for Cause all Stock Options
held by the Participant shall immediately terminate, and (ii) if the
Participant's employment within the Company and all its Subsidiaries is
terminated other than because the Participant is terminated for Cause, then all

                                      -13-
<PAGE>

Stock Options held by the Participant that are vested as of the date of such
termination shall be exercisable by the Participant until the Expiration Date
and all unvested Stock Options shall terminate on the date of such termination.
All rights to purchase shares of Stock pursuant to a Non-Qualified Stock Option
shall cease as of such Stock Option's Expiration Date.

                                   ARTICLE IV
                                RESTRICTED STOCK

      4.1 Definition. Restricted Stock awards are issuances of Stock to
Participants, the vesting of which may be subject to a required period of
employment or service as a director or consultant, or any other conditions
established by the Committee.

      4.2 Eligibility. The Committee shall designate any Participant to whom
Restricted Stock is to be awarded and the number of shares of Stock that are
subject to any such award.

      4.3 Terms and Conditions of Awards. All shares of Restricted Stock awarded
to Participants under the Plan shall be subject to the following terms and
conditions and to such other terms and conditions, not inconsistent with the
Plan, as shall be prescribed by the Committee in its sole discretion and as
shall be contained in the agreement referred to in Section 1.13.

            (a) Subject to Section 1.9, Restricted Stock awarded to Participants
      may not be sold, assigned, transferred, pledged or otherwise encumbered,
      except as hereinafter provided or as set forth in an applicable award
      agreement, for such period or until the satisfaction of such conditions as
      the Committee may determine, after the time of the award of such stock
      (the "Restricted Period"). A single award of shares of Restricted Stock
      may impose different Restricted Periods for different portions of such
      shares of Restricted Stock. Except for such restrictions, the Participant
      as owner of such shares shall have all the rights of a stockholder,
      including but not limited to the right to vote such shares and, except as
      otherwise provided by the Committee, the right to receive all dividends
      paid on such shares.

            (b) Except as otherwise determined by the Committee in its sole
      discretion or as set forth in the agreement evidencing the Restricted
      Stock award, a Participant whose employment or service with the Company
      and all Subsidiaries terminates prior to the end of the Restricted Period
      for any reason shall forfeit all shares of Restricted Stock remaining
      subject to a Restricted Period.

            (c) Each certificate issued in respect of shares of Restricted Stock
      awarded under the Plan shall be registered in the name of the Participant
      and, at the discretion of the Committee, each such certificate may be
      deposited in a bank designated by the Committee. Each such certificate
      shall bear the following (or a similar) legend:

                  "The transferability of this certificate and the shares of
            stock represented hereby are subject to the terms and conditions
            (including forfeiture) contained in the corporation's 2005 Equity
            Incentive Plan and an agreement entered into between the registered
            owner and the corporation. A copy of such plan and agreement is on
            file in the office of

                                      -14-
<PAGE>

            the Secretary of the corporation, 4716 Old Gettysburg Road,
            Mechanicsburg, PA 17055.

            (d) At the end of the Restricted Period for shares of Restricted
      Stock, certificates for such shares of Restricted Stock shall be delivered
      to the Participant (or his or her legal representative, beneficiary or
      heir) free of all restrictions under this Plan or any agreement evidencing
      the Restricted Stock award.

                                   ARTICLE V
                      PROVISIONS FOR THE BENEFIT OF WCAS IX

      The provisions of this Article V shall apply to any holder (each a
"Holder") of Option Shares who is not a party to the Stockholders Agreement,
dated as of February 24, 2005, by and among the Company, WCAS IX, and each of
the other individuals and entities from time to time named on Schedule I
thereto.

      5.1 Restrictions on Transfer of Option Shares.

            (a) Notwithstanding anything to the contrary contained in this Plan
      or in any stock option agreement relating to any Stock Option, no Holder
      of Option Shares may Transfer all or any portion of the Option Shares held
      by such Holder without the prior written consent of WCAS IX other than (i)
      Transfers to Permitted Transferees that are made in accordance with
      Section 5.1(b) below and (ii) Transfers made in connection with a
      Drag-Along Sale pursuant to Section 5.2 below. Any attempted Transfer of
      Option Shares in violation of the provisions of this Article V shall be
      null and void ab initio and of no effect, and the Company shall not record
      any such Transfer on its books. Each certificate representing Option
      Shares shall bear a legend substantially to the following effect with such
      additions thereto or changes therein as the Company (with the approval of
      WCAS IX) may be advised by counsel are required by law or necessary to
      give full effect to the provisions of this Article V (the "Legend"):

            "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
            TRANSFER RESTRICTIONS AND CERTAIN PROVISIONS REQUIRING THE SALE OF
            SUCH SHARES BY THE HOLDER THEREOF UNDER CERTAIN CIRCUMSTANCES, IN
            EACH CASE UNDER ARTICLE V OF THE SELECT MEDICAL HOLDINGS CORPORATION
            2005 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, A COPY OF
            WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER,
            SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
            SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN
            ACCORDANCE WITH THE PROVISIONS OF ARTICLE V OF SUCH PLAN. THE HOLDER
            OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE
            BOUND BY THE PROVISIONS OF ARTICLE V OF SUCH PLAN."

      After the termination of this Article V in accordance with its terms, and
      upon the written request of any Holder of Option Shares, the Legend placed
      on the certificate(s)

                                      -15-
<PAGE>

      evidencing such Option Shares will be removed by the Company by means of
      the delivery of substitute certificates without such Legend.

            (b) A Participant may, at any time, Transfer any or all of the
      Option Shares of such Participant to a Permitted Transferee thereof if
      such Permitted Transferee duly executes and delivers to the Company and
      WCAS IX an instrument (in a form reasonably acceptable to the Committee
      and WCAS IX) acknowledging that such Permitted Transferee is bound by the
      provisions of this Article V as a Holder of Option Shares hereunder (such
      Transfer to be effective only upon delivery of such instrument to the
      Company and WCAS IX); provided, that (A) if the Company so requests
      promptly following (and, in any event, within five (5) Business Days
      after) its receipt of such instrument, such Transfer shall not be
      effective unless and until the Company has been furnished with an opinion
      in form and substance reasonably satisfactory to the Company of counsel
      reasonably satisfactory to the Company that such Transfer is exempt from
      or not subject to the provisions of Section 5 of the Securities Act of
      1933, as amended (the "1933 Act"), and any other applicable securities
      laws and (B) no Transfer under this Section 5.1(b) shall be permitted if
      such Transfer would require the Company to register a class of equity
      securities under Section 12 of the 1934 Act under circumstances where the
      Company does not then have securities of any class registered under
      Section 12 of the 1934 Act. Notwithstanding the foregoing, no Participant
      shall avoid the provisions of this Article V by making one or more
      Transfers to one or more Permitted Transferees and then disposing of all
      or any portion of such Participant's interest in any such Permitted
      Transferee(s).

            (c) The provisions of this Section 5.1 shall terminate and be of no
      further force or effect from and after the 180th day following the
      consummation of the initial underwritten sale by the Company of shares of
      Stock to the public pursuant to an effective registration statement (other
      than a registration statement on Form S-8 or Form S-4) filed under the
      1933 Act (the "Initial Public Offering").

      5.2 Drag-Along Rights of WCAS IX.

            (a) Drag-Along Sale. If WCAS IX, the Company or Select receives an
      offer from a person who is not an Affiliate of the Company or WCAS IX (a
      "Third Party") to purchase or exchange (by merger, consolidation or
      otherwise) (x) at least a majority of the shares of Stock then outstanding
      or (y) all or substantially all of the assets of the Company and its
      subsidiaries taken as a whole, and WCAS IX wishes to accept such offer (or
      WCAS IX wishes that the Company or Select accept such offer), then each
      Holder of Option Shares (the "Drag-Along Stockholders") shall, if
      requested by WCAS IX, (A) waive any appraisal rights that it would
      otherwise have in respect of such transaction, and/or (B) Transfer to such
      Third Party, subject to the other provisions of this Plan, on the terms of
      the offer so accepted by WCAS IX, including time of payment, form and
      choice of consideration and adjustments to purchase price, the number of
      Option Shares equal to the number of Option Shares owned by the Holder
      multiplied by the percentage of the then outstanding shares of Stock to
      which the Third Party offer is applicable.

                                      -16-
<PAGE>

            (b) Exercise of Drag-Along Rights; Notices; Certain Conditions of
      Drag-Along Sales.

                  (i) WCAS IX will give notice (the "Drag-Along Notice") to the
            Drag-Along Stockholders of any proposed Transfer giving rise to the
            rights of WCAS IX set forth in Section 5.2(a) (a "Drag-Along Sale")
            within five (5) Business Days after WCAS IX's acceptance of the
            offer referred to in Section 5.2(a) and, in any event, not less than
            ten (10) Business Days prior to the proposed closing date for such
            Drag-Along Sale. The Drag-Along Notice will set forth the number of
            shares of Stock proposed to be so Transferred, the name of the
            proposed transferee or acquiring Person, the proposed amount and
            form of consideration and the other terms and conditions of the
            offer.

                  (ii) If any holders of Stock are given an option as to the
            form and amount of consideration to be received, all Holders of
            Option Shares shall be given the same option. Each Drag-Along
            Stockholder (x) shall agree to the same covenants as WCAS IX agrees
            to in connection with the Drag-Along Sale, (y) shall be obligated to
            join on a pro rata basis (based on the proceeds received by each
            such Drag-Along Stockholder in connection with the Drag-Along Sale)
            in any indemnification that WCAS IX agrees to provide in connection
            with the Drag-Along Sale (other than in connection with obligations
            that relate to a particular Holder such as representations and
            warranties concerning itself for which each Holder shall agree to be
            solely responsible) and (z) shall make such representations and
            warranties concerning itself and the Option Shares to be sold by it
            in connection with such Drag-Along Sale as WCAS IX makes with
            respect to itself and its Option Shares.

                  (iii) Each Drag-Along Stockholder will be responsible for
            funding its proportionate share of any adjustment in purchase price
            or escrow arrangements in connection with the Drag-Along Sale and
            for its proportionate share of any withdrawals from any such escrow,
            including any such withdrawals that are made with respect to claims
            arising out of agreements, covenants, representations, warranties or
            other provisions relating to the Drag-Along Sale.

                  (iv) Each Drag-Along Stockholder will be responsible for its
            proportionate share of the fees, commissions and other out-of-pocket
            expenses (collectively, "Costs") of the Drag-Along Sale to the
            extent not paid or reimbursed by the Company, the Third Party or
            another Person (other than WCAS IX); provided, that the liability
            for such Costs shall not exceed the total consideration received by
            such Drag-Along Stockholder for its Option Shares in respect of such
            Drag-Along Sale. WCAS IX shall be entitled to estimate each
            Drag-Along Stockholder's proportionate share of such Costs and to
            withhold such amounts from payments to be made to each Drag-Along
            Stockholder at the time of closing of the Drag-Along Sale; provided
            that (i) such estimate shall not preclude WCAS IX from recovering
            additional amounts from the Drag-Along Stockholders in respect of
            each Drag-Along Stockholder's proportionate share of such Costs and
            (ii) WCAS IX shall reimburse each Drag-Along Stockholder to

                                      -17-
<PAGE>

            the extent actual amounts are ultimately less than the estimated
            amounts or any such amounts are paid by the Company, the Third Party
            or another Person (other than WCAS IX).

            (c) Closing of Drag-Along Sale.

                  (i) At the closing of such Drag-Along Sale, each of the
            Drag-Along Stockholders shall deliver certificates evidencing the
            Option Shares then held by it and to be sold in connection with such
            sale, duly endorsed for transfer or accompanied by stock powers
            executed in blank, against payment of the purchase price therefor by
            wire transfer to the account or accounts specified by such
            Drag-Along Stockholder or by check.

                  (ii) If the Drag-Along Sale is not consummated within 180 days
            from the date of the Drag-Along Notice, WCAS IX must deliver another
            Drag-Along Notice in order to exercise its rights under this Plan
            with respect to such Drag-Along Sale.

            (d) Custody Agreement and Power of Attorney. Upon receiving a
      Drag-Along Notice, each Drag-Along Stockholder will, if requested by WCAS
      IX, execute and deliver a custody agreement and power of attorney in form
      and substance reasonably satisfactory to WCAS IX with respect to the
      Option Shares that are to be sold by such Drag-Along Stockholder pursuant
      hereto in respect of such Drag-Along Sale (a "Drag-Along Custody Agreement
      and Power of Attorney"). The Drag-Along Custody Agreement and Power of
      Attorney will provide, among other things, that each such Drag-Along
      Stockholder will deliver to and deposit in custody with the custodian and
      attorney-in-fact named therein a certificate or certificates representing
      such Option Shares (each duly endorsed in blank by the registered owner or
      owners thereof) and irrevocably appoint said custodian and
      attorney-in-fact as its agent and attorney-in-fact with full power and
      authority to act under the Drag-Along Custody Agreement and Power of
      Attorney on its behalf with respect to (and subject to the terms and
      conditions of) the matters specified in this Plan.

            (e) The provisions of this Section 5.2 shall terminate and be of no
      further force or effect from and after the consummation of the Company's
      Initial Public Offering.

      5.3 Required Provisions of Stock Option Agreements. Each stock option
agreement relating to Stock Options awarded under this Plan shall contain the
following provisions (and shall not contain any provisions in conflict with the
following provisions):

            "The Participant hereby acknowledges receipt of a copy of the Plan
            and accepts and agrees to be bound by all of the terms and
            conditions of the Plan as if set out verbatim in this Agreement,
            including, without limitation, the provisions of Article V of the
            Plan which restrict transfers of shares of Stock issued upon
            exercise of the Stock Options without the prior written consent of
            Welsh, Carson, Anderson & Stowe IX, L.P. ("WCAS IX") and require the
            holder of such shares

                                      -18-
<PAGE>

            to sell such shares at the request of WCAS IX under certain
            circumstances. The Participant hereby further acknowledges and
            agrees that WCAS IX is an express third party beneficiary of the
            provisions of Article V of the Plan and this Agreement and is
            entitled to enforce such provisions against the Participant. In the
            event of a conflict between the terms of the Plan and the terms of
            this Agreement, the terms of the Plan shall control."

            "This Agreement may be amended only by written agreement of the
            Participant and the Company (and WCAS IX, if such change would
            affect WCAS IX's rights or obligations under Article V of the Plan
            or this Agreement), and may be amended without the consent of any
            other person. The provisions of this Agreement shall be binding upon
            and inure to the benefit of the parties hereto (and WCAS IX as third
            party beneficiary) and their respective successors, representatives,
            heirs, descendants, distributees and permitted assigns."

      5.4 WCAS IX Consent to Certain Amendments; WCAS IX As Third Party
Beneficiary. Notwithstanding anything else to the contrary contained in this
Plan, none of the provisions of Sections 1.4, 1.9, 1.13 and 1.19 hereof or this
Article V shall be amended, modified, terminated or supplemented without the
prior written approval of WCAS IX, which is intended to be a beneficiary of such
provisions entitled to enforce such provisions.

                                      -19-