First mailed on April 17, 2001


April 17, 2001



Large Shareholder



Dear Large Shareholder:

Would  you vote to  reelect  the CEO to the  Board of  Directors  of one of your
portfolio  companies if that company had consistently  generated strong earnings
performance? What if that company had been the best performing stock on the NYSE
last year? If so, then you should DISREGARD the  recommendation of Institutional
Shareholder  Services,  a Thompson  Financial  company,  in connection  with the
election of directors  contained in the current proxy  solicitation of RehabCare
Group, Inc.

Since becoming CEO and a director in June of 1998, I have led RehabCare  through
a very  turbulent  time in the  healthcare  industry,  while posting  compounded
annual  growth  in fully  diluted  earnings  per share at a rate in excess of 25
percent.  During this time our balance sheet has improved  dramatically as well,
with a current  ratio that has increased to 2.1 from 1.7,  working  capital that
has increased to $64 million from $13 million, and stockholders' equity that has
grown to $118 million from $40 million. Also during this period, our share price
has increased over 200 percent.

My reward for these  accomplishments  is the  recommendation  from ISS that I be
voted  off the  Board of  Directors  due  solely  to my role as a member  of the
nominating  committee  of the board.  I hope that you,  as I do, feel that their
recommendation  is  ill-conceived,  and that you will not only  vote IN FAVOR of
retaining me as a member of the board of RehabCare Group, but that you will also
recommend that your firm consider using an alternate proxy advisory service, one
that  will take more into  perspective  than ISS has done in  formulating  their
recommendation.  ISS has provided no empirical  evidence to demonstrate that the
CEO as the minority  insider member of a nominating  committee is detrimental to
shareholders. I think you would agree RehabCare has demonstrated that my role on
the  committee  has not  impaired  in any way our ability to continue to deliver
shareholder value at an exceptional rate.

Thank you for your consideration.

                                                     Best regards,


                                                     By /s/    Alan C. Henderson
                                                     ---------------------------
                                                               Alan C. Henderson
                                                                   President and
                                                         Chief Executive Officer


cc:   Institutional Shareholder Services, Thompson Financial Group