REHABCARE GROUP, INC.
                         2005 EQUITY INCENTIVE PLAN
 
         1. PURPOSES. The purposes of this 2005 Equity Incentive Plan (the
"Plan") are (i) to encourage certain employees of RehabCare Group, Inc. (the
"Corporation"), and of such subsidiaries of the Corporation as the Committee
administering the Plan designates, to acquire Common Stock of the
Corporation or to receive monetary payments based on the value of such stock
or based upon achieving certain goals on a basis mutually advantageous to
such employees and the Corporation and thus provide an incentive for
continuation of the efforts of employees for the success of the Corporation
and for continuity of employment; and (ii) to induce Directors of the
Corporation to remain Directors of the Corporation over the long term, to
align the Directors' interests in the Corporation's financial performance
more directly with those of the stockholders and to aid the Corporation in
competing with other enterprises for the services of new Directors.
 
         2. ADMINISTRATION. The Plan will be administered by the
Compensation and Nominating/Corporate Governance Committee (the "Committee")
of the Board of Directors of the Corporation consisting of two or more
Directors as the Board may designate from time to time. The determinations
of the Committee shall be made in accordance with their judgment as to the
best interests of the Corporation and its stockholders and in accordance
with the purpose of the Plan. Determinations, interpretations or other
actions made or taken by the Committee pursuant to the provisions of the
Plan shall be final and binding and conclusive for all purposes and upon all
persons whomsoever. Subject to the express provisions of the Plan, the
Committee shall have plenary authority to construe and interpret the Plan,
to make, amend and rescind rules and regulations regarding the Plan and its
administration, to determine the terms and provisions of the respective
award agreements (which need not be identical), and to take whatever action
is necessary to carry out the purposes of the Plan. A majority of members of
the Committee shall constitute a quorum, and all determinations of the
Committee shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without notice or meeting of the
Committee, by a writing signed by a majority of the Committee members.
 
         3. SHARES RESERVED UNDER THE PLAN. Subject to adjustment as
provided in Section 14, there is hereby reserved for issuance under the Plan
an aggregate of Two Million (2,000,000) shares of Common Stock of the
Corporation, which may be authorized but unissued or treasury shares. Not
more than Four Hundred Thousand (400,000) shares under the Plan shall be
reserved for issuance as stock appreciation rights, restricted stock,
performance awards, stock units or other equity awards. As used in this
Section 3, the term "Plan Maximum" shall refer to the number of shares of
Common Stock of the Corporation that are available for grant of awards
pursuant to the Plan. Stock underlying outstanding options, stock
appreciation rights, performance awards, stock units or other equity awards
will reduce the Plan Maximum while such options, stock appreciation rights,
performance awards, stock units or other equity awards are outstanding.
Shares underlying expired, canceled or forfeited options, stock appreciation
rights, performance awards, stock units or other equity awards shall be
added back to the Plan Maximum. If a stock appreciation right is exercised
for cash or a performance award or other equity award is paid in cash the
Plan Maximum shall be increased by the number of shares with respect to
which such payment is applicable. Restricted Stock issued pursuant to the
Plan will reduce the Plan Maximum while outstanding even while subject to
restrictions. Shares of Restricted Stock shall be added back to the Plan
Maximum if such Restricted Stock is forfeited.
 
         Notwithstanding the above, the maximum number of shares of Common
Stock subject to stock options and stock appreciation rights that may be
awarded to any individual shall not exceed 100,000
 
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shares in any calendar year, except for the chief executive officer for whom
the annual maximum shall be 250,000 (each as adjusted in accordance with
Section 14).
 
         4. PARTICIPANTS. Participants will consist of such officers,
Directors, and key employees of the Corporation or any designated subsidiary
as the Committee in its sole discretion determines have a major impact on
the success and future growth and profitability of the Corporation.
Designation of a participant in any year shall not require the Committee to
designate such person to receive a benefit in any other year or to receive
the same type or amount of benefit as granted to the participant in any
other year or as granted to any other participant in any year. The Committee
shall consider such factors as it deems pertinent in selecting participants
and in determining the type and amount of their respective benefits.
 
         5. TYPES OF BENEFITS. The following benefits may be granted under
the Plan: (a) stock appreciation rights ("SARs"); (b) restricted stock
("Restricted Stock"); (c) performance awards ("Performance Awards"); (d)
stock units ("Stock Units"); (e) incentive stock options ("ISOs"); (f)
nonqualified stock options ("NQSOs"); and any other type of equity-based
award ("Other Equity Awards"), all as described below.
 
         6. AWARD OF BENEFITS. The Committee may, in its sole discretion,
grant benefits in accordance with the Plan, and establish the timing,
pricing, amount, and other terms and conditions of such grants, which need
not be uniform with respect to the various participants or with respect to
different grants to the same participant. All benefits granted under the
Plan shall be granted as of an award date which shall be designated in the
particular award agreement. If no award date is so specified, the award date
shall be the date that the Committee action granting the award is effective.
Promptly after each award date, the Corporation shall notify the participant
of the grant of the benefit, and shall deliver to the participant an
agreement awarding the benefit, duly executed by and on behalf of the
Corporation.
 
         7. STOCK APPRECIATION RIGHTS. A SAR is the right to receive all or
a portion of the difference between the fair market value of a share of
Common Stock and the exercise price of the SAR established by the Committee,
subject to such terms and conditions set forth in a SAR Agreement as may be
established by the Committee in its sole discretion. At the discretion of
the Committee, SARs may be exercised (a) in lieu of exercise of an option,
(b) in conjunction with the exercise of an option, (c) upon lapse of an
option, (d) independent of an option or (e) each of the above in connection
with a previously awarded option under the Plan. At the time of grant, the
Committee may establish, in its sole discretion, a maximum amount per share
which will be payable upon exercise of a SAR. At the discretion of the
Committee, payment for SARs may be made in cash or shares of Common Stock of
the Corporation, or in a combination thereof. SARs will be exercisable not
earlier than six months and not later than ten years after the date they are
granted and will expire in accordance with the terms established by the
Committee.
 
         8. RESTRICTED STOCK. Restricted Stock shall consist of Common Stock
of the Corporation issued or transferred under the Plan (other than upon
exercise of SARs, stock options or as Performance Awards or Stock Units) at
any purchase price less than the fair market value thereof on the date of
issuance or transfer, or as a bonus. In the case of any Restricted Stock:
 
         (a) The purchase price, if any, will be determined by the
Committee.
 
         (b) Restricted Stock may be subject to (i) restrictions on the sale
or other disposition thereof; (ii) rights of the Corporation to reacquire
such Restricted Stock at the purchase price, if any, originally paid
therefor upon termination of the employee's employment or upon termination
of the Director's services as a member of the Board within specified
periods; and (iii) such other restrictions, conditions and terms as the
Committee deems appropriate.
 
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         (c) The participant shall be entitled to all dividends paid with
respect to Restricted Stock during the period of restriction and shall not
be required to return any such dividends to the Corporation in the event of
the forfeiture of the Restricted Stock.
 
         (d) The participant shall be entitled to vote the Restricted Stock
during the period of restriction.
 
         (e) The Committee shall determine whether Restricted Stock is to be
delivered to the participant with an appropriate legend imprinted on the
certificate or if the certificate will be deposited in escrow pending
removal of the restrictions.
 
         9. PERFORMANCE AWARDS. Performance Awards shall consist of Common
Stock of the Corporation, monetary units or some combination thereof, to be
issued without any payment therefor, in the event that certain performance
goals established by the Committee are achieved over a period of time
designated by the Committee. The goals established by the Committee may
include return on average total capital employed, earnings per share,
increases in share price or such other goals as may be established by the
Committee. In the event the minimum goal is not achieved at the conclusion
of the period, no payment shall be made to the participant. Actual payment
of the award earned shall be in cash or in Common Stock of the Corporation
or in a combination of both, as the Committee in its sole discretion
determines. If Common Stock of the Corporation is used, the participant
shall not have the right to vote and receive dividends until the actual
shares are issued.
 
         10. STOCK UNITS. A Stock Unit represents the right to receive a
share of Common Stock from the Corporation at a designated time in the
future, subject to such restrictions, terms and conditions set forth in a
Stock Unit Agreement as may be established by the Committee in its sole
discretion. The participant generally does not have the rights of a
shareholder until receipt of the Common Stock. A Stock Unit agreement may,
in the discretion of the Committee, provide for payments in cash, or
adjustment in the number of Stock Units, equivalent to the dividends the
participant would have received if the participant had been the owner of
shares of Common Stock rather than Stock Units.
 
         11. INCENTIVE STOCK OPTIONS. ISOs shall consist of stock options to
purchase shares of Common Stock at purchase prices not less than 100% of the
fair market value of the shares on the date the option is granted. The
purchase price may be paid (i) by check or, in the discretion of the
Committee, either (ii) by the delivery of shares of Common Stock of the
Corporation then owned by the participant or (iii) by a combination of cash
and Common Stock of the Corporation, in the manner provided in the option
agreement. ISOs will be exercisable not earlier than six months and not
later than ten years after the date they are granted and will terminate not
later than three months after termination of employment for any reason other
than death or disability. In the event termination of employment occurs as a
result of death or disability, such an option will be exercisable for twelve
months after such termination to the extent provided in the ISO agreement.
In no event shall any ISO be exercised more than ten years after its grant.
Leaves of absence granted by the Corporation for military service, illness,
and transfers of employment between the Corporation and any subsidiary
thereof shall not constitute termination of employment. The aggregate fair
market value (determined as of the time an option is granted) of the stock
with respect to which ISOs are exercisable for the first time by an optionee
during any calendar year (under all option plans of the Corporation and its
subsidiary corporations) shall not exceed $100,000. ISOs shall be granted
only to employees of the Corporation or a subsidiary.
 
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         12. NONQUALIFIED STOCK OPTIONS. NQSOs shall consist of nonqualified
stock options to purchase shares of Common Stock at purchase prices not less
than 100% of the fair market value of the shares on the date the option is
granted. The purchase price may be paid (i) by check or, in the discretion
of the Committee, either (ii) by the delivery of shares of Common Stock of
the Corporation then owned by the participant or (iii) by a combination of
cash and Common Stock of the Corporation, in the manner provided in the
option agreement. NQSOs will be exercisable not earlier than six months and
not later than ten years after the date they are granted. In no event shall
any option be exercised more than ten years after its grant, and an option
may terminate earlier following termination of employment or termination of
a Director's services as a Board Member, as provided in the option
agreement. Leaves of absence granted by the Corporation for military
service, illness, and transfers of employment between the Corporation and
any subsidiary thereof shall not constitute termination of employment.
 
         13. OTHER EQUITY AWARDS. The Committee may grant other types of
equity-based awards not otherwise described in the Plan in such amounts and
subject to such terms as the Committee shall determine.
 
         14. ADJUSTMENT PROVISIONS.
 
         (a) If the Corporation shall at any time change the number of
issued shares of Common Stock without new consideration to the Corporation
(such as by stock dividends or stock splits), the total number of shares
reserved for issuance under this Plan, the maximum number of shares
available to a particular participant, and the number of shares covered by
each outstanding benefit shall be adjusted so that the aggregate
consideration payable to the Corporation, if any, and the value of each such
benefit shall not be changed. Benefits may also contain provisions for their
continuation or for other equitable adjustments after changes in the Common
Stock resulting from reorganization, sale, merger, consolidation, issuance
of stock rights or warrants, or similar occurrence.
 
         (b) Notwithstanding any other provision of this Plan, and without
affecting the number of shares reserved or available hereunder, the Board of
Directors may authorize the issuance or assumption of benefits in connection
with any merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate.
 
         15. NONTRANSFERABILITY. Each benefit granted under the Plan to a
participant shall not be transferable, other than an NQSO to a Permissible
Transferee, except by will or the laws of descent and distribution, and
shall be exercisable, during the participant's lifetime, only by the
participant or, in the case of an NQSO, a Permissible Transferee. In the
event of the death of a participant, exercise or payment shall be made only:
 
         (a) By or to a Permissible Transferee, the executor or
administrator of the estate of the deceased participant or the person or
persons to whom the deceased participant's rights under the benefit shall
pass by will or the laws of descent and distribution; and
 
         (b) To the extent that the deceased participant was entitled
thereto at the date of his or her death.
 
For purposes of this Section 15, "Permitted Transferee" shall include (i)
one or more members of the participant's family, (ii) one or more trusts for
the benefit of the participant and/or one or more members of the
participant's family, or (iii) one or more partnerships (general or
limited), corporations, limited liability companies or other entities in
which the aggregate interests of the participant and members of the
participant's family exceed 80% of all interests. For this purpose, the
participant's family shall include only the participant's spouse, children
and grandchildren.
 
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         16. TAXES. The Corporation shall be entitled to withhold the amount
of any tax attributable to any amounts payable or shares deliverable under
the Plan after giving the person entitled to receive such payment or
delivery notice as far in advance as practicable, and the Corporation may
defer making payment or delivery as to any benefit if any such tax is
payable until indemnified to its satisfaction. With respect to withholding
required upon the exercise of options or SARs, upon the lapse of
restrictions on Restricted Stock or Stock Units, or upon the achievement of
performance goals related to Performance Awards and Other Equity Awards,
participants may elect, subject to approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Corporation
withhold shares having a fair market value on the date the tax is to be
determined equal to the required withholding. All such elections shall be
subject to such restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.
 
         17. BENEFICIARY. A participant may designate one or more persons
(concurrently, contingently or successively) to whom Restricted Stock,
Performance Awards, Stock Units or Other Equity Awards will be distributed
and by whom stock options and SARs will be exercisable if the participant
dies before receiving complete payment of such amounts. Any such designation
must be made on a form acceptable to the Corporation for this purpose, will
be effective on the date received by the Corporation and may be revoked by
the participant by a subsequent written designation delivered to the
Corporation while the participant is alive. If the participant fails to
designate a beneficiary or if no designated beneficiary survives the
participant, then any such benefit shall be transferred to the participant's
estate.
 
         18. TENURE. A participant's right, if any, to continue to serve the
Corporation and its subsidiaries as an officer, employee, Director or
otherwise, shall not be enlarged or otherwise affected by his or her
designation as a participant under the Plan.
 
         19. DURATION, INTERPRETATION, AMENDMENT AND TERMINATION. No benefit
shall be granted more than ten years after the date of initial adoption of
this Plan; provided, however, that the terms and conditions applicable to
any benefit granted within such period may thereafter be amended or modified
by mutual agreement between the Corporation and the participant or such
other person as may then have an interest therein. Without the prior
approval of the Corporation's stockholders, the Corporation will not effect
a "repricing" (as such term is defined in Section 303A.08 of the New York
Stock Exchange Rules) of any stock option or other benefit granted under the
terms of this Plan. To the extent that any stock options or other benefits
which may be granted within the terms of the Plan would qualify under
present or future laws for tax treatment that is beneficial to a recipient,
then any such beneficial treatment shall be considered within the intent,
purpose and operational purview of the Plan and the discretion of the
Committee, and to the extent that any such stock options or other benefits
would so qualify within the terms of the Plan, the Committee shall have full
and complete authority to grant stock options or other benefits that so
qualify (including the authority to grant, simultaneously or otherwise,
stock options or other benefits which do not so qualify) and to prescribe
the terms and conditions (which need not be identical as among recipients)
in respect to the grant or exercise of any such stock option or other
benefits under the Plan.
 
         The Board of Directors may amend the Plan from time to time, or
terminate the Plan at any time. However, no action authorized by this
Section shall reduce the amount of any existing award or change the terms
and conditions thereof without the participant's consent. No amendment of
the Plan shall, without approval of the stockholders of the Corporation, (a)
increase the total number of shares which may be issued under the Plan or
increase the amount or type of benefits that may be granted under the
 
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Plan; (b) change the minimum purchase price, if any, of shares of Common
Stock which may be made subject to benefits under the Plan; or (c) modify
the requirements as to eligibility for benefits under the Plan.
 
         20. STOCKHOLDER APPROVAL. The Plan was adopted by the Board of
Directors March 22, 2005, to be effective on approval of the Plan by the
stockholders of the Corporation.
 
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