AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

      This AMENDMENT NO. 1 (this " Amendment ") is made and entered into as of January 25, 2007 by and among FC-GEN ACQUISITION, INC., a Delaware corporation (" Parent "), GEN ACQUISITION CORP., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), and GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation (the " Company "), to amend that certain AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2007, by and between Parent and the Company (as amended hereby, and as it may be further amended from time to time, the " Merger Agreement ").

     WHEREAS, Section 10.4 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms set forth therein;

     WHEREAS, Section 7.17 of the Merger Agreement provides that Parent shall cause Merger Sub to be duly organized under the laws of the Commonwealth of Pennsylvania, and that Parent and the Company shall amend the Merger Agreement to add Merger Sub as a constituent party thereto;

     WHEREAS, this Amendment is the “Amendment” (as defined in the Merger Agreement) and the date of this Amendment is the “Amendment Date” (as defined in the Merger Agreement); and

     WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth below.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

      Section 1.1      Definitions.      Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Merger Agreement.

      Section 2.1      Accession.       By execution and delivery of this Amendment, Merger Sub, without any further action on the part of any Person, shall become a constituent party to the Merger Agreement and perform, comply with, and be subject to all of the duties, burdens and obligations of “Merger Sub” (as defined in the Merger Agreement) set forth in the Merger

Agreement and shall be entitled to all of the rights and benefits of “Merger Sub” (as defined in the Merger Agreement) s