
<PAGE>   1
<TABLE>
<S>      <C>                  <C>                                                   <C>
                                                                                                            
           -----------                                                                           -----------
             NUMBER                                   LOGO                                         SHARES
                                                     BEVERLY                        
SD                                                                                                                  
   -------------------                                                                      ------------------------
                                                                                    
                              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE  
                                                                                    
             COMMON                                                                                COMMON
                                            BEVERLY ENTERPRISES, INC.               
         PAR VALUE $.10                                                             SEE REVERSE FOR CERTAIN DEFINITIONS
            PER SHARE                                                                       CUSIP
</TABLE>                                                                    

  THIS CERTIFIES THAT





as the record holder of ________________________________________________________

           FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF

     Beverly Enterprises, Inc., transferable on the share register of the
            Corporation by the holder hereof in person, or, by duly
authorized attorney upon surrender of this Certificate properly endorsed.  This
                Certificate is not valid until countersigned by
             the Transfer Agent and registered by the Registrar.
           Reference is made to the statement on the reverse hereof
                    with respect to the classes of shares.


 Witness the facsimile seal of the Corporation and the facsimile signatures of
                         its duly authorized officers.
  SEAL

  /s/                                       /s/                          
  -----------------------------------       -----------------------------------
                                            Chairman of the Board
                   Secretary


<PAGE>   2
                           BEVERLY ENTERPRISES, INC.

         Beverly Enterprises, Inc., is authorized to issue two classes of
shares, Common and Preferred, and the Preferred may be issued in one or more
series.  A statement of the powers, designations, preferences and relative,
participating, optional or other special rights to each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights granted to or imposed upon the respective classes or
series of shares and upon the holders thereof as established by the certificate
of incorporation or by any certificate of designation, and the number of shares
constituting each series and the designations thereof, may be obtained upon
request and without charge from the principal office of the corporation.  The
board of directors of the corporation has authority to fix all or any of the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price
or prices, and the liquidation preferences of any wholly unissued Preferred
shares or of any wholly unissued series of Preferred shares, the number of
shares constituting any unissued series of Preferred shares, and the
designations of such shares.

         This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Beverly Enterprises,
Inc. and The Bank of New York, dated as of September 29, 1994, as the same may
be amended from time to time (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of Beverly Enterprises, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate.  Beverly Enterprises, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor.  As described in the Rights Agreement, Rights which
are held by or have been held by Acquiring Persons or Associates or Affiliates
thereof (as defined in the Rights Agreement) shall become null and void.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE>
  <S>                                                <C>
  TEN COM -- as tenants in common                    UNIF GIFT MIN ACT.............Custodian..........................
  TEN ENT -- as tenants by the entireties                                (Cust)                (Minor)
  JT TEN --  as joint tenants with right of                       Under Uniform Gifts to Minors       
             survivorship and not as tenants in                   Acts.........................       
             common                                                          (State)
                                                     UNIF TRF MIN ACT...........Custodian (until age..........)
                                                                         (Cust)
                                                            ..................under Uniform Transfers
                                                                (Minor) to Minors
                                                             Act...........................................
                                                                                               (State)
</TABLE>

    Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ________________________ hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE




________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated_____________________________

                                        X______________________________________
                                        
                                        X______________________________________
                                        NOTICE:  THE SIGNATURE(S) TO THIS
                                                 ASSIGNMENT MUST CORRESPOND WITH
                                                 THE NAME(S) AS WRITTEN UPON THE
                                                 FACE OF THE CERTIFICATE IN
                                                 EVERY PARTICULAR, WITHOUT
                                                 ALTERATION OR ENLARGEMENT OR
                                                 ANY CHANGE WHATEVER.
                                        
Signature(s) Guaranteed


By ___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.





