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                                                                   EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         SKILLED HEALTHCARE GROUP, INC.

            Skilled Healthcare Group, Inc., (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, hereby does certify as follows:

            1. This Corporation was originally incorporated under the name
"Fountain View Management, Inc." and the original Certificate of Incorporation
of this Corporation was filed with the Secretary of State of Delaware on July
14, 1997 (the "Original Certificate of Incorporation").

            2. On October 2, 2001, the Corporation filed a petition in the
United States Bankruptcy Court for the Central District of California, Los
Angeles Division (the "Bankruptcy Court") seeking relief under Chapter 11 of the
United States Bankruptcy Code, 11 U.S.C. Section 101-1130 (the "Bankruptcy
Code").

            3. An Amended and Restated Certificate of Incorporation was duly
adopted pursuant to a plan of reorganization confirmed by an order of the
Bankruptcy Court on July 10, 2003 in accordance with Section 303 of Title 8 of
the General Corporation Law of the State of Delaware, and filed with the
Secretary of State of Delaware on August 14, 2003 (the "First Restated
Certificate of Incorporation").

            4. An amendment to the First Restated Certificate of Incorporation
was filed with the Secretary of State of Delaware on October 14, 2003, changing
the name of the Corporation from "Fountain View, Inc." to "Skilled Healthcare
Group, Inc."

            5. This Second Amended and Restated Certificate of Incorporation
(the "Second Restated Certificate of Incorporation"), which restates and
integrates and further amends the First Restated Certificate of Incorporation,
as heretofore amended or supplemented, was duly adopted in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.

            6. The Certificate of Incorporation of this Corporation shall be
amended and restated to read in full as follows:

      FIRST: The name of this Corporation is Skilled Healthcare Group, Inc.

      SECOND: The address of the Corporation's registered office in the State of
      Delaware is 9 East Loockerman Street, Suite 1B, Dover, Kent County,
      Delaware 19901. The name of the Corporation's registered agent at such
      address is National Registered Agents, Inc.

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      THIRD: The purpose of the Corporation is to engage in any lawful act or
      activity for which Corporations may be organized under the General
      Corporation Law of the State of Delaware.

      FOURTH: A description of each class and series of stock of the Corporation
      and the voting rights, designations, preferences and relative,
      participating, optional or other special rights, and qualifications,
      limitations or restrictions thereof is as follows:

      1.    Capital Stock. The Corporation shall have two classes of capital
            stock (the "Capital Stock"): Common Stock, $0.01 par value per share
            (the "Common Stock"), and Preferred Stock, $0.01 par value per share
            (the "Preferred Stock").

                  (a) Number of Shares. The total authorized number of shares of
      each class of Capital Stock is (i) 2,500,000 shares of Common Stock, and
      (ii) 1,000,000 shares of Preferred Stock, of which 15,000 shares have been
      designated "Series A Preferred Stock".

                  (b) Preferred Stock. The Preferred Stock may also be issued
      from time to time in one or more series. The Board of Directors ("Board")
      is hereby authorized to provide by resolution for the issuance of shares
      of Preferred Stock in one of more series and, by filing a certificate
      pursuant to the applicable law of the State of Delaware (hereinafter
      referred to as "Preferred Stock Designation"), setting forth such
      resolution, to establish by resolution from time to time the number of
      shares to be included in each such series, and to fix by resolution the
      designation, powers, preferences and rights of the shares of each such
      series and the qualifications, limitations and restrictions thereof. The
      authority of the Board with respect to each series shall include, but not
      be limited to, determination of the following:

                        (i) The designation of the series, which may be by
            distinguishing number, letter or title;

                        (ii) The number of shares of the series, which number
            the Board may thereafter (except where otherwise provided in the
            Preferred Stock Designation) increase or decrease (but not below the
            number of shares thereof then outstanding);

                        (iii) The amounts or rates at which dividends will be
            payable on, and the preferences, if any, of shares of the series in
            respect of dividends, and whether such dividends, if any, shall be
            cumulative or noncumulative;

                        (iv) Dates at which dividends, if any, shall be payable;

                        (v) The redemption rights and price or prices, if any,
            for shares of the series;

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                        (vi) The terms and amount of any sinking fund, if any,
            provided for the purchase or redemption of shares of the series;

                        (vii) The amounts payable on, and the preferences, if
            any, of shares of the series in the event of any voluntary or
            involuntary liquidation, dissolution or winding up of the affairs of
            the Corporation;

                        (viii) Whether the shares of the series shall be
            convertible into, or exchangeable, or redeemable for, shares of any
            other class or series, or any other security, of the Corporation or
            any other Corporation, and, if so, the specification of such other
            class or series or such other security, the conversion or exchange
            price or prices or rate or rates, any adjustments thereof, the date
            or dates at which such shares shall be convertible or exchangeable
            and all other terms and conditions upon which such conversion or
            exchange may be made;

                        (ix) The voting rights, if any, of the holders of shares
            of the series generally or upon specified events; and

                        (x) Any other rights, powers, preferences of such shares
            as are permitted by law.

                  (c) Series of Common Stock. 2,125,000 shares of the Common
      Stock shall be designated "Class A Common Stock" (the "Class A Common
      Stock") and 375,000 shares of the Common Stock shall be designated "Class
      B Non-Voting Common Stock" (the "Class B Common Stock").

                  (d) Reclassification

                        (i) Effective at the time of the filing with the
            Secretary of State of Delaware of this Second Amended and Restated
            Certificate of Incorporation each share of the Corporation's Common
            Stock, $0.01 par value per share (the "Old Common Stock"), issued
            and outstanding or held in treasury immediately prior to such time
            shall, without any action on the part of the respective holders
            thereof, be reclassified into one (1) fully paid and non-assessable
            share of Class A Common Stock, par value $0.01 per share.

                        (ii) Any stock certificate that immediately prior to the
            time of the filing of this Second Amended and Restated Certificate
            of Incorporation represented shares of Old Common Stock shall, from
            and after such time and without the necessity of presenting the same
            for exchange, represent the same number of shares of Class A Common
            Stock as the number of shares of Old Common Stock previously
            represented by such certificate.

                        (iii) The Corporation or its transfer agent shall
            promptly issue certificates representing the Class A Common Stock in
            exchange for each

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            certificate representing the Old Common Stock (which such
            certificate shall be marked cancelled).

      2. Dividends and Other Distributions.

                  (a) Dividends on the Series A Preferred Stock.

                        (i) Subject to the rights of series of Preferred Stock
      which may from time to time come into existence, the holders of Series A
      Preferred Stock shall be entitled to receive, when, as and if declared by
      the Board, out of funds legally available therefor, a dividend at the
      annual rate of 12% of the Base Amount (as hereinafter defined) of each
      share of Series A Preferred Stock from and including the date of issuance
      of such share to and including the day on which the Liquidation Value (as
      hereinafter defined) of such share is paid. Such dividends shall accrue
      from day to day, whether or not earned or declared, on each issued and
      outstanding share of Series A Preferred Stock, and shall be cumulative.
      The date on which the Corporation initially issues any share of Series A
      Preferred Stock will be deemed to be its "date of issuance" regardless of
      the number of times transfer of such share is made on the stock records of
      the Corporation and regardless of the number of certificates which may be
      issued to evidence such share, provided, however, that all shares of
      Series A Preferred Stock issued prior to the first Dividend Reference Date
      (as hereinafter defined) shall be deemed, for purposes of this Subsection
      (a), to have been issued on March 27, 1998.

                        (ii) If declared by the Board, dividends on each share
      of Series A Preferred Stock shall be paid on each March 31, commencing
      March 31, 2004 (the "Dividend Reference Dates"), while such share is
      outstanding.

                        (iii) Any dividends that accrue on any share of Series A
      Preferred Stock during the period ending upon such Dividend Reference Date
      that are not paid on such Dividend Reference Date and that have not
      previously been added to the Base Amount of such share shall automatically
      be added to the Base Amount of such share and will remain a part thereof
      until such dividends are paid, at which time the Base Amount shall be
      reduced by such payment.

                        (iv) The "Base Amount" of any share of Series A
      Preferred Stock as of a particular date shall be an amount equal to the
      sum of $1,000.00 plus any unpaid dividends on such share added to the Base
      Amount of such share as provided above and not thereafter paid.

                  (b) Dividends on Common Stock. The holders of record of Common
      Stock shall be entitled to receive such dividends ratably as may from time
      to time be declared by the Board out of funds legally available therefor.

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      3. Voting Rights.

            Subject to the rights of series of Preferred Stock which may from
time to time come into existence, at every meeting of the stockholders (or for
actions by written consent of stockholders), except as otherwise required by
law, on all matters to be voted on by the stockholders of the Corporation, the
following provisions shall apply:

                  (a) Voting as a Single Class. Except as otherwise required by
      law, the holders of the Class A Common Stock and Series A Preferred Stock
      shall vote together as a single class on all matters presented to the
      stockholders.

                  (b) Voting by Series A Preferred Stock. In any matter to be
      voted on by the holders of the Series A Preferred Stock, each holder of
      Series A Preferred Stock shall have one tenth of one vote for each such
      share held by such holder.

                  (c) Voting by Class A Common Stock. In any matter to be voted
      on by the holders of the Common Stock, each holder of Class A Common Stock
      shall have one vote for each such share held by such holder.

                  (d) Voting by Class B Common Stock. The Class B Common Stock
      shall be non-voting, and the holders thereof, as such, shall not be
      entitled to vote on matters to be voted upon by the stockholders of the
      Corporation.

      4. Liquidation.

                  (a) Series A Preferred Stock. Subject to the rights of any
      series of Preferred Stock which may from time to time come into existence,
      upon any liquidation, dissolution or winding up of the Corporation,
      whether voluntary or involuntary, the holders of Series A Preferred Stock
      shall be entitled, before any distribution or payment is made upon any
      shares of Common Stock, to be paid in cash, in respect of each share of
      Series A Preferred Stock held by such holder, an amount equal to the Base
      Amount of such share on such date, plus all unpaid dividends accrued on
      such share from the previous Dividend Reference Date through the close of
      business on the date of payment (the "Liquidation Value"). If upon such
      liquidation, dissolution or winding up, the assets to be distributed among
      the holders of the shares of Series A Preferred Stock shall be
      insufficient to permit payment to the holders thereof of such amounts,
      then all of the assets of the Corporation then remaining and legally
      available for distribution shall be distributed ratably among the holders
      of the shares of Series A Preferred Stock.

                  (b) Common Stock. Upon any liquidation, dissolution or winding
      up of the Corporation, whether voluntary or involuntary, after payment in
      full of the Liquidation Value of the Series A Preferred Stock and subject
      to the rights, if any, of the holders of any other series of Preferred
      Stock which may from time to time come into existence having a preference
      over or the right to participate with the Common Stock with respect to the
      distribution of assets of the Corporation upon liquidation, dissolution or
      winding up of the Corporation, the holders of the Common Stock shall be
      entitled to

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      receive ratably all remaining assets of the Corporation to be distributed
      among them, based upon the number of shares of Common Stock held by each
      such holder, subject to the provisions of paragraph (c) of this Section 4.

                  (c) Distribution among the Holders of Class A Common Stock and
      Class B Common Stock. All amounts distributable in respect of the Class A
      Common Stock and the Class B Common Stock shall be divided among such
      shares in the following proportions:

                        (i) Preference of Class A Common Stock. Upon any
      liquidation, dissolution or winding up of the Corporation, whether
      voluntary or involuntary, the holders of Class A Common Stock shall be
      entitled, before any distribution or payment is made upon any Class B
      Common Stock, to be paid in cash, in respect of each share of Class A
      Common Stock an amount per share equal to One Hundred Million Dollars
      ($100,000,000) divided by the number of the then outstanding shares of
      Class A Common Stock (the "Per Share Class A Common Stock Preference"). If
      upon such liquidation, dissolution or winding up, the assets to be
      distributed shall be insufficient to permit payment to the holders of the
      Class A Common Stock of the Per Share Class A Common Stock Preference,
      then all of the assets of the Corporation to be distributed shall be
      distributed ratably among the holders of the shares of Class A Common
      Stock.

                        (ii) Preference of Class B Common Stock. Upon any
      liquidation, dissolution or winding up of the Corporation, whether
      voluntary or involuntary, after payment in full of the Per Share Class A
      Common Stock Preference, the holders of Class B Common Stock shall be
      entitled, before any further distribution or payment is made upon any
      shares of Class A Common Stock, to be paid in cash, in respect of each
      share of Class B Common Stock held by such holder, an amount equal to the
      Per Share Class A Common Stock Preference multiplied by such holder's
      Adjustment Factor (the "Per Share Class B Common Stock Preference"). For
      these purposes, the Adjustment Factor is based on the Terminal Equity
      Value of the Corporation, as such terms are defined in such holder's
      Restricted Stock Agreement with the Corporation, as the same may be
      amended from time to time (the "Applicable Restricted Stock Agreement").
      The Adjustment Factor may result in the Per Share Class B Common Stock
      Preference being less than the Per Share Class A Common Stock Preference.
      The Per Share Class B Common Stock Preference may differ among the holders
      of the Class B Common Stock as a result of varying Adjustment Factors that
      apply to the various holders. Each holder's Adjustment Factor and Terminal
      Equity Value shall be determined by the Corporation's Board of Directors
      pursuant to the terms of the Applicable Restricted Stock Agreement. The
      Terminal Equity Value of the Corporation shall be measured as of the date
      of such liquidation, dissolution or winding up of the Corporation, except
      to the extent there has been a Qualifying Termination (as defined in the
      Applicable Restricted Stock Agreement) of a holder of shares of Class B
      Common Stock that occurs more than nine months prior to such liquidation,
      dissolution or winding up of the Corporation, in which event, Terminal
      Equity Value of the Corporation for such

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      holder's Class B Common Stock only shall be measured as of the date of
      such holder's Qualifying Termination.

      If upon such liquidation, dissolution or winding up of the Corporation,
      after payment in full of the Per Share Class A Common Stock Preference to
      the holders of the Class A Common Stock, the remaining assets to be
      distributed shall be insufficient to permit payment of an amount to the
      holders of the Class B Common Stock equal to the Per Share Class B Common
      Stock Preference, then all of the assets of the Corporation then remaining
      and which are to be distributed shall be distributed ratably among the
      holders of the shares of Class B Common Stock, based on each holder's
      relative rights that may result due to application of the Adjustment
      Factors.

                        (iii) Distribution of Remaining Assets. Upon any
      liquidation, dissolution or winding up of the Corporation, whether
      voluntary or involuntary, after payment is made to the holders of the
      Class A Common Stock and the Class B Common Stock as provided in the
      preceding paragraphs (i) and (ii) of this Section 4(c), the holders of the
      Class A Common Stock and the Class B Common Stock shall be entitled to
      receive ratably all remaining assets of the Corporation to be distributed
      among them pursuant to Section 4(b), based on the number of shares of
      Class A Common Stock and Class B Common Stock held by each such holder,
      and as to each holder of Class B Common Stock, after application of such
      holder's Adjustment Factor.

      5. Redemption of Series A Preferred Stock.

                  (a) Redemption Upon Initial Public Offering.

                        (i) Promptly after the closing of an underwritten,
      initial public offering of the Corporation's Common Stock for cash
      pursuant to a registration statement under the Securities Act of 1933, as
      amended, the Corporation shall redeem, out of funds legally available
      therefor, all outstanding shares of the Series A Preferred Stock by paying
      in cash to the holders thereof an amount equal to the Liquidation Value
      thereof. Such payment shall be made to the record holders of the Series A
      Preferred Stock and shall be accompanied by written notice specifying the
      number of shares that are being redeemed from each holder.

                        (ii) If the funds legally available to redeem shares of
      Series A Preferred Stock under this Section 5(a) of this Article FOURTH
      are insufficient to redeem all of the outstanding shares of Series A
      Preferred Stock at any time, the Corporation shall redeem the maximum
      number of shares of Series A Preferred Stock that the Corporation has
      funds legally available therefor on a pro rata basis among all of the
      holders of Series A Preferred Stock according to the number of shares of
      Series A Preferred Stock owned by each holder, and shall quarterly
      thereafter redeem the maximum number of shares of Series A Preferred Stock
      that the Corporation has funds legally available therefor on a pro rata
      basis among all of the holders of Series A Preferred Stock according to
      the number of shares of Series A Preferred Stock then owned by each
      holder.

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                        (iii) Promptly after each holder of Series A Preferred
      Stock has received payment of the Liquidation Value thereof, such holder
      shall surrender certificates evidencing the Series A Preferred Stock so
      redeemed, and shall thereupon be entitled to receive a replacement
      certificate for any shares of Series A Preferred Stock not redeemed.

                        (iv) After any payment under this Section 5(a) of this
      Article FOURTH, the redeemed shares of Series A Preferred Stock shall be
      cancelled on the Corporation's records and shall cease to be outstanding.

                  (b) Redemption at Corporation's Option.

                        (i) The Corporation may at any time, at its option,
      redeem some or all shares of Series A Preferred Stock, out of funds
      legally available therefor, at a price per share equal to the Liquidation
      Value as of the date of redemption. Such redemption shall be made by
      paying such amount to the record holders of the Series A Preferred Stock
      and shall be accompanied by written notice specifying the number of shares
      that are being redeemed from each holder. All such redemptions shall be
      pro rata among the holders of Series A Preferred Stock according to the
      number of shares of Series A Preferred Stock owned by each holder.

                        (ii) Promptly after each record holder of Series A
      Preferred Stock has received payment of the Liquidation Value thereof
      pursuant to this Section 5(b) of this Article FOURTH, such holder shall
      surrender certificates evidencing the Series A Preferred Stock so
      redeemed, and shall thereupon be entitled to receive a replacement
      certificate for any shares of Series A Preferred Stock not redeemed.

                        (iii) After any payment under this Section 5(b) of this
      Article FOURTH, the redeemed shares of Series A Preferred Stock shall be
      cancelled on the Corporation's records and shall cease to be outstanding.

                  (c) Mandatory Redemption.

                        (i) The Corporation shall, on the first business day
      following May 1, 2010 (or, if the Corporation's Senior Subordinated
      Secured Increasing Rate Notes due 2008 have not then been paid in full,
      immediately after the date on which such Notes have been paid in full),
      redeem all shares of Series A Preferred Stock then outstanding, out of
      funds legally available therefor, at a price per share equal to the
      Liquidation Value as of the date of redemption. Such redemption shall be
      made by paying such amount to the record holders of the Series A Preferred
      Stock and shall be accompanied by written notice specifying the number of
      shares that are being redeemed from each holder. In the event the funds
      legally available to redeem shares of Series A Preferred Stock are
      insufficient to redeem all of the outstanding shares of Series A Preferred
      Stock, the Corporation shall redeem the maximum number of shares of Series
      A Preferred Stock that the Corporation has funds legally available
      therefor on a pro rata basis among the holders of Series A Preferred Stock
      and shall quarterly thereafter redeem the maximum

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      number of shares of Series A Preferred Stock that the Corporation has
      funds legally available therefor on a pro rata basis among the holders of
      Series A Preferred Stock, at the then applicable Liquidation Value. All
      such redemptions shall be pro rata among the holders of Series A Preferred
      Stock.

                        (ii) Promptly after each record holder of Series A
      Preferred Stock has received payment of the Liquidation Value thereof
      pursuant to this Section 5(c) of this Article FOURTH, such holder shall
      surrender certificates evidencing the Series A Preferred Stock so
      redeemed, and shall thereupon be entitled to receive a replacement
      certificate for any shares not redeemed.

                        (iii) After any payment under this Section 5(c) of this
      Article FOURTH, the redeemed shares shall be canceled on the Corporation's
      records and shall cease to be outstanding.

      6. Conversion Rights.

                  (a) No Conversion Rights for Series A Preferred Stock. The
      holders of the Series A Preferred Stock shall not have any rights to
      convert such shares into shares of any other class or series of stock or
      into any other securities of, or any other interest in, the Corporation.

                  (b) Conversion Rights for the Class B Common Stock. The
      holders of the Class B Common Stock shall have the following conversion
      rights:

                        (i) Automatic Conversion. Each share of Class B Common
      Stock shall automatically convert into Class A Common Stock, without the
      payment of any additional consideration by the holder thereof to the
      Corporation, immediately prior to:

                  (A)   The closing of a public offering pursuant to an
                        effective registration statement under the Securities
                        Act of 1933, as amended, covering the offer and sale of
                        Common Stock for the account of the Corporation to the
                        public and the Common Stock becomes listed or quoted on
                        a national security exchange or in the NASDAQ National
                        Market Quotation System ("IPO"); or

                  (B)   The date as of which at least a majority of the Class A
                        Common Stock is sold in a single transaction or series
                        of substantially related transactions and, unless
                        otherwise approved by the Corporation's Board, the
                        consideration paid is cash or marketable securities, in
                        each case as determined in good faith by the
                        Corporation's Board ("Stock Sale").

                        (ii) Conversion Ratio. Each share of the Class B Common
      Stock held by a holder shall convert into not more than one share of Class
      A Common

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      Stock, with the exact number to be based on the "Conversion Ratio" set
      forth in, and determined pursuant to, the Applicable Restricted Stock
      Agreement of such holder. The applicable Conversion Ratio is based on the
      Terminal Equity Value of the Corporation and shall be determined by the
      Corporation's Board of Directors pursuant to the terms of that Applicable
      Restricted Stock Agreement. Terminal Equity Value shall be measured as of
      the date of such Stock Sale or IPO, as applicable, except to the extent
      there has been a Qualifying Termination of a holder of Class B Common
      Stock more than nine months prior to such Stock Sale or IPO, in which
      event, the Terminal Equity Value of the Corporation shall be measured for
      such holder's Class B Common Stock only as of the date of such holder's
      Qualifying Termination.

                        (iii) Mechanics of Conversion. No fractional shares of
      Common Stock shall be issued upon conversion of Class B Common Stock. In
      lieu of any fractional shares to which the holder would otherwise be
      entitled, the Corporation shall pay cash equal to such fraction multiplied
      by the fair market value of the Class A Common Stock, as determined by the
      Corporation's Board of Directors pursuant to the Applicable Restricted
      Stock Agreement.

                        (iv) Adjustments for Stock Dividends, Subdivisions,
      Combinations or Consolidations of Class A Common Stock. In the event the
      outstanding shares of Class A Common Stock shall be subdivided (by stock
      split or otherwise), into a greater number of shares of Class A Common
      Stock, or the Corporation shall issue additional shares of Class A Common
      Stock in a stock dividend, or the outstanding shares of Class A Common
      Stock shall be combined or consolidated, by reclassification or otherwise,
      the Conversion Ratio for the Class B Common Stock then in effect shall,
      concurrently with the effectiveness of such subdivision, stock dividend,
      combination, consolidation or reclassification, be proportionately
      adjusted.

      7.    No Sinking Fund. No sinking fund shall be established for the
            retirement or redemption of the Series A Preferred Stock.

      8.    No Transfer of Class B Common Stock. No record or beneficial owner
            of shares of Class B Common Stock may transfer, sell, assign, gift,
            bequest, appoint or otherwise dispose of any shares of Class B
            Common Stock.

      9.    No Other Rights. The Series A Preferred Stock and Class B Common
            Stock shall not have any designations, preferences, or relative,
            participating, optional, or other special rights, except as set
            forth in this Second Restated Certificate of Incorporation or as
            otherwise required by law.

      FIFTH: Following the date the Corporation first has a class of securities
      registered under Section 12 of the Securities Exchange Act of 1934, as
      amended, no action required or permitted to be taken at any annual or
      special meeting of the stockholders of the Corporation may be taken by
      written consent without a meeting, except by a written consent signed by
      all stockholders of the Corporation entitled to vote thereon.

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      SIXTH:

      1.    Elections of Directors need not be by ballot unless the By-Laws of
            the Corporation shall so provide.

      2.    The business and affairs of the Corporation shall be managed by or
            under the direction of the Board.

      3.    Unless a greater vote requirement in any matter is provided in this
            Second Restated Certificate of Incorporation or the By-Laws, the
            affirmative vote of a majority of the Directors present and acting
            at a duly constituted meeting at which a majority of the entire
            Board is present and acting, is sufficient for all action of the
            Board.

      4.    Any action required or permitted to be taken by the Board may be
            taken without a meeting if all members of the Board consent in
            writing to the adoption of resolutions authorizing the action.

      5.    The Board shall have the power to adopt, amend or repeal the By-Laws
            of the Corporation.

      SEVENTH: The Board shall have that number of Directors set out in the
      By-Laws of the Corporation as adopted or as set from time to time by a
      duly adopted amendment thereto by the Directors or stockholders of the
      Corporation.

      EIGHTH: The Corporation shall have perpetual existence.

      NINTH:

      1.    The personal liability of the Directors of the Corporation is hereby
            eliminated to the fullest extent permitted by paragraph (7) of
            subsection (b) of Section 102 of the General Corporation Law of the
            State of Delaware, as the same may be amended and supplemented.

      2.    To the fullest extent permitted by Section 145 of the General
            Corporation Law of the State of Delaware, as the same may be amended
            and supplemented, the Corporation shall indemnify each director and
            officer of the Corporation, and may indemnify any other persons to
            whom it shall have power to indemnify under said section, from and
            against any and all of the expenses, liabilities or other matters
            referred to in or covered by said section, and the indemnification
            provided for herein shall not be deemed exclusive of any other
            rights to which those indemnified may be entitled under any By-Law,
            agreement, vote of stockholders or disinterested Directors or
            otherwise, both as to action in his or her official capacity and as
            to action in another capacity while holding such office, and shall
            continue as to a person who has ceased to be a Director, officer,
            employee or

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            agent and shall inure to the benefit of the heirs, executors and
            administrators of such person.

      3.    The right to indemnification conferred by this Article NINTH shall
            include the right to be paid by the Corporation the expenses
            incurred in defending or otherwise participating in any proceeding
            in advance of its final disposition upon receipt by the Corporation
            of an undertaking by or on behalf of the person receiving
            advancement to repay the amount advanced if it shall ultimately be
            determined that such person is not entitled to be indemnified by the
            Corporation under this Article NINTH.

      4.    Neither any amendment nor repeal of this Article NINTH, nor the
            adoption of any provision of this Second Restated Certificate of
            Incorporation inconsistent with this Article NINTH, shall eliminate
            or reduce the effect of this Article NINTH in respect of any matter
            occurring, or any action or proceeding accruing or arising or that,
            but for this Article NINTH, would accrue or arise, prior to such
            amendment, repeal or adoption of an inconsistent provision.

      TENTH:

      The Corporation reserves the right to amend and repeal any provision
      contained in this Second Restated Certificate of Incorporation in the
      manner prescribed by the laws of the State of Delaware. All rights herein
      conferred are granted subject to this reservation.

                            [Signature Page Follows]

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            IN WITNESS WHEREOF, Skilled Healthcare Group, Inc., has caused this
Second Restated Certificate of Incorporation to be signed by Roland Rapp, its
Secretary, this 4th day of March, 2004.

                                SKILLED HEALTHCARE GROUP, INC.


                                By:      \s\ Roland Rapp
                                         ---------------------------
                                         Roland Rapp
                                         Secretary

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