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                                                                     EXHIBIT 4.1

                            BEVERLY ENTERPRISES, INC.
                                STOCK GRANT PLAN

                                  INTRODUCTION

         The Beverly Enterprises, Inc. Stock Grant Plan (the "Plan") is provided
by Beverly Enterprises, Inc., a Delaware corporation (the "Company"), to the
holders of shares of Restricted Stock under the 1997 Long-Term Incentive Plan
(the "Restricted Stock") who by virtue of the terms of their Employment
Contracts, Severance Agreements or other similar written contracts with the
Company have a claim to the immediate vesting or lapsing of the restrictions of
their Restricted Stock upon the occurrence of some defined employment action
(the "Executives").

                             PURPOSE AND DESCRIPTION

         The Company is requesting that Executives holding shares of Restricted
Stock under the 1997 Long-Term Incentive Plan (the "Incentive Plan") agree to
waive any claim under their respective restricted stock agreements (the
"Restricted Stock Agreement"), Employment Contracts, Severance Agreements, or
other similar written contracts to the immediate vesting of their Restricted
Stock, permit the cancellation of their Restricted Stock and substitute for the
shares of Restricted Stock, an equivalent number of shares of the Common Stock
of the Company, to be issued under the Plan.

The Employment Contracts, Severance Agreements, or other similar written
contracts have been entered into by and between the Company and each of the
Executives for the purpose of retaining and motivating these Executives to
continue their recognized contribution to the Company. Such written contracts
also provide for the Executive to assert a claim for the immediate vesting or
lapsing of restrictions of Restricted Stock upon some defined employment action
by the Company or the Executive.

In some cases, Executives entered into Restricted Stock Agreements in August
2000 to swap certain previously awarded stock options for shares of Restricted
Stock at an exchange rate using a modified Black Scholes valuation method and
with a period of restriction of four (4) years. In other cases, Executives have
entered into Restricted Stock Agreements with a period of restriction of four
(4) years.

As part of a reorganization of the Company, an employment action as defined by
these written contracts may occur which may allow these Executives to assert a
claim for the immediate vesting of their Restricted Stock. To resolve that and
other potential claims, the Executives will sign releases (the "Releases"). Upon
the Effective Date of the Releases, the Company will substitute for the shares
of Restricted Stock currently held by the Executives an equivalent number of
shares of the Common Stock of the Company, which shares will not be subject to
restriction and have been registered with the Securities and Exchange Commission
on Form S-8.

Under this Plan and through the Releases, these Executives shall agree to the
following conditions upon the Effective Date of their Release: a) waive the
immediate vesting of the Restricted Stock as set forth in these written
contracts, b) permit the cancellation of the Restricted Stock granted under the
Restricted Stock Agreements, and c) accept the substitution of the shares of the
Common Stock of the Company, issued under the Plan, for their shares of
Restricted Stock.

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The Company intends to use previously authorized, issued, but not outstanding
Treasury Stock to fund grants under the Plan.

The Executives may exercise full voting rights with respect to those shares of
Common Stock received under this Plan.

OTHER INFORMATION

Additional Information. Requests for information on the Plan should be addressed
to: Beverly Enterprises, Inc. (501) 201-2000.