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EXHIBIT 10.46
AMENDMENT NO. 5 TO
EMPLOYMENT AGREEMENT
This is an Amendment dated April 27, 2005 (the "Amendment") to the
Employment Agreement (as hereinafter defined) by and between SELECT MEDICAL
CORPORATION, a Delaware corporation (the "Employer"), and PATRICIA A. RICE, an
individual (the "Employee").
Background
A. The Employer and the Employee executed and delivered that certain
Employment Agreement dated as of March 1, 2000, that certain Amendment No. 1 to
Employment Agreement dated as of August 8, 2000, and that certain Amendment No.
2 to Employment Agreement dated as of February 23, 2001, that certain Amendment
No. 3 to Employment Agreement dated as of December 10, 2004, and that certain
Amendment No. 4 to Employment Agreement dated as of February 24, 2005 (as
amended, the "Employment Agreement"). The Employer and the Employee now desire
to further amend the Employment Agreement as hereinafter provided.
B. Accordingly, and intended to be legally bound hereby, the Employer and
