govnomcharter.htm


    MATRIA
      HEALTHCARE, INC.

    BOARD
      OF DIRECTORS

    CORPORATE
      GOVERNANCE AND NOMINATING COMMITTEE CHARTER

    


    


    
      	
              I.

            	
              PURPOSE:  The
                primary purpose of the Committee is to provide oversight on the broad
                range of issues surrounding the composition and operation of the
                Board of
                Directors, including identifying individuals qualified to become
                Board
                members, recommending to the Board director nominees for the next
                annual
                meeting of shareholders, and recommending to the Board a set of corporate
                governance principles applicable to the Corporation.  The
                Committee also provides assistance to the Board and the Chairman
                of the
                Board in the areas of Committee selection and rotation practices,
                evaluation of the overall effectiveness of the Board and management,
                and
                review and consideration of developments in corporate governance
                practices.  The Committee’s goal is to assure that the
                composition, practices, and operation of the Board contribute to
                value
                creation and effective representation of the Corporation’s
                shareholders.

            


    

    


    
      	
              II.

            	
              COMMITTEE
                MEMBERS:  The Committee shall be comprised solely
                of at least three but not more than five non-officer directors each
                of
                whom meet any applicable NASDAQ listing requirements for eligibility
                to
                serve on such a committee.  Committee members shall be appointed
                and may be removed by the Board of
                Directors.

            


    

    


    
      	
              III.

            	
              COMMITTEE
                MEETINGS:  The Committee will meet at least two
                times a year, with authority to convene additional meetings as
                circumstances require.  The Committee will invite members of
                management and others to attend meetings and provide pertinent
                information, as necessary.  Meeting agendas will be prepared,
                along with appropriate briefing materials.  Minutes will be
                prepared and the Committee will report to the Board the results of
                its
                meetings.

            


    

    


    
      	
              IV.

            	
              DUTIES
                AND RESPONSIBILITIES:  The Committee has the
                following specific duties, in addition to any additional similar
                matters
                which may be referred to the Committee from time to time by the full
                Board
                or the Chairman of the Board or which the Committee raises on its
                own
                initiative:

            


    

    


    
      	
               

            	
              1.

            	
              Identifies
                and makes recommendations to the full Board of Directors concerning
                all
                nominees for Board membership, including the re-election of existing
                Board
                members.  The Committee shall select individuals as director
                nominees who the Committee believes have the highest personal and
                professional integrity, have demonstrated ability and judgment and
                will be
                effective, in conjunction with the other nominees to the Board, in
                collectively serving the long-term interests of the
                shareholders.

            


    

    


    
      	
               

            	
              2.

            	
              Evaluates
                and makes recommendations to the full Board of Directors concerning
                the
                number and accountability of Board Committees.  Recommends to
                the full Board of Directors for its approval Committee
                assignments.

            


    

    


    
      	
               

            	
              3.

            	
              Develops
                and recommends to the Board of Directors for its approval a set of
                corporate governance guidelines.  Reviews the guidelines on an
                annual basis, or more frequently, if appropriate, and recommends
                changes
                as necessary.

            


    

    


    
      	
               

            	
              4.

            	
              Reviews
                issues and developments relating to corporate governance and makes
                recommendations to the full Board of
                Directors.

            


    

    


    
      	
               

            	
              5.

            	
              Periodically
                reviews and makes recommendations to the full Board of Directors
                regarding
                Director orientation, compensation and continuing
                education.

            


    

    


    
      	
              6.  

            	
              Evaluates
                annually the Committee’s performance in accordance with applicable law and
                NASDAQ listing requirements.

            


    

    


    
      	
              7.  

            	
              Conducts
                an annual self-assessment of the Board’s performance as well as the
                performance of each Committee of the Board.  The assessment will
                include a review of any areas in which the Board or management believes
                the Board can make a better contribution to the
                Corporation.  Discusses the results with the full Board of
                Directors.  Uses the results in assessing and determining the
                characteristics and critical skills required of prospective candidates
                for
                election to the Board and making recommendations to the Board with
                respect
                to assignments of Board members to various
                Committees.

            


    

    


    
      	
              8.  

            	
              Conducts
                an assessment of the performance of the CEO at least on an annual
                basis.  Communicates the results of the assessment to the CEO
                and the Chairperson of the Stock Option and Compensation
                Committee.  The evaluation should be based on a combination of
                subjective and objective criteria, which should include the performance
                of
                the Corporation and its accomplishment of strategic
                objectives.

            


    

    


    
      	
              V.  

            	
              ENGAGEMENT
                OF ADVISORS:  The Committee shall have the authority to
                retain any search firm engaged to assist in identifying director
                candidates, and to retain outside counsel and any other advisors
                as the
                Committee may deem appropriate in its sole discretion.  The
                Committee shall have sole authority to approve related fees and retention
                terms.

            


    

    


    
      	
              VI.  

            	
              DELEGATION.  The
                Committee shall have the authority to delegate any of its responsibilities
                to subcommittees as the Committee may deem appropriate in its sole
                discretion.

            


    

    



    
      
              

                            Charter
            of Corporate
            Governance  Nominating Committee_rev
            07-24-07.doc