**MATRIA
          HEALTHCARE, INC.**
 **LONG-TERM
          STOCK INCENTIVE PLAN**
  RESTRICTED
          STOCK AGREEMENT
  **THIS
          AGREEMENT** ,
          entered
          into as of the Grant Date (as defined in Section 1), by and between the
          Participant and Matria Healthcare, Inc. (the “Company”);
  **WHEREAS** ,
          the
          Company maintains the Matria Healthcare, Inc. Long-Term Incentive Plan
          (the
“Plan”), which is incorporated into and forms a part of this Agreement, and the
          Participant has been selected by the committee administering the Plan (the
          “Committee”) to receive a Restricted Stock Award under the Plan;
  **NOW,
          THEREFORE, IT IS AGREED** ,
          by and
          between the Company and the Participant, as follows:
  **1.**  **Terms
          of Award** **and Definitions** .
          The
          following terms used in this Agreement shall have the meanings set forth
          in this
          Section 1:
  (a)  **Date
          of Termination** .
          The
          Participant’s “Date of Termination” shall be the first day occurring on or after
          the Grant Date on which the Participant is neither employed by the Company
          or
          any Affiliate, a director of the Company or any Affiliate, an independent
          contractor performing services for the Company or any Affiliate nor providing
          services as a consultant to the Company or any Affiliate; provided that
          a
          termination shall not be considered to have occurred while the Participant
          is on
          an approved leave of absence from the Company or any Affiliate.
  (b)  **Designated
          Beneficiary** .
          The
“Designated Beneficiary” shall be the beneficiary or beneficiaries designated by
          the Participant in a writing filed with the Committee in such form and
          at such
          time as the Committee shall require.
  (c)  **Grant
          Date** .
          The
“Grant Date” is ______________________.
  (d)  **Participant** .
          The
“Participant” is _________________________.
  (e)  **Restricted
          Period** .
          A
“Restricted Period” is each one year period beginning on the Grant Date and
          ending on [the first, second and third anniversaries of the Grant
          Date].
  (f)  **Restricted
          Stock** .
          The
          number of shares of “Restricted Stock” awarded under this Agreement shall be
          _______________ shares. Shares of “Restricted Stock” are shares of Stock granted
          under this Agreement and are subject to the terms of this Agreement and
          the
          Plan.
  Except
          where the context clearly implies or indicates the contrary, a word, term,
          or
          phrase used in the Plan is similarly used in this Agreement. All other
          capitalized terms shall have the meaning assigned to such terms in the
          Plan.
  **2.**  **Award** .
          The
          Participant is hereby granted the number of shares of Restricted Stock
          set forth
          in Section 1.
  **3.**  **Dividends
          and Voting Rights** .
          The
          Participant shall be entitled to receive any dividends paid with respect
          to
          shares of Restricted Stock that become payable during a Restricted Period;
          provided, however, that no dividends shall be payable to or for the benefit
          of
          the Participant with respect to record dates occurring prior to the Grant
          Date,
          or with respect to record dates occurring on or after the date, if any,
          on which
          the Participant has forfeited the Restricted Stock. Any cash dividends
          paid with
          respect to Restricted Stock shall be paid in full to the Participant no
          later
          than the fifteenth (15 th )
          day of
          the third month following the end of the calendar year for which such dividends
          are credited. The Participant shall be entitled to vote the shares of Restricted
          Stock during a Restricted Period to the same extent as would have been
          applicable to the Participant if the Participant was then vested in the
          shares;
          provided, however, that the Participant shall not be entitled to vote the
          shares
          with respect to record dates for such voting rights arising prior to the
          Grant
          Date, or with respect to record dates occurring on or after the date, if
          any, on
          which the Participant has forfeited the Restricted Stock.
  **4.**  **Deposit
          of Shares of Restricted Stock** .
          Each
          certificate issued in respect of shares of Restricted Stock granted under
          this
          Agreement shall be registered in the name of the Participant and shall
          be
          deposited in a bank designated by the Committee. The grant of Restricted
          Stock
          is conditioned upon the Participant endorsing in blank a stock power for
          the
          Restricted Stock.
  **5.**  **Transfer
          and Forfeiture of Shares** .
  (a)  If
          the
          Participant’s Date of Termination (as defined above) does not occur during a
          Restricted Period, then, at the end of such Restricted Period, the Participant
          shall become vested in the shares of Restricted Stock, and shall own the
          shares
          free of all restrictions otherwise imposed by this Agreement. A certificate
          reflecting the number of shares of Stock so vested shall be delivered to
          the
          Participant as soon as practicable after the end of such Restricted Period,
          but
          in any event no later than the fifteenth (15 th )
          day
          following the end of the applicable Restricted Period. Notwithstanding
          the
          foregoing, in the event a Corporate Transaction, Subsidiary Disposition
          or
          Change in Control, as defined in the Plan, occurs on or prior to [the third
          anniversary of the Grant Date] and prior to the Participant’s Date of
          Termination, all of the Participant’s shares of Restricted Stock shall
          immediately vest and become non-forfeitable; **** provided,
          however, that in the event of a Corporate Transaction (other than a Corporate
          Transaction described in Section 13(b)(iii) of the Plan or a Corporate
          Transaction that also constitutes a Change in Control) as to which the
          Committee
          determines that (x) the Restricted Stock will be replaced with comparable
          Restricted Stock or (y) the Restricted Stock is replaced with a cash incentive
          program that preserves the value of the Restricted Stock and provides for
          subsequent payment in accordance with the applicable vesting schedule,
          then the
          vesting of the Restricted Stock shall only be accelerated to the extent
          that the
          Committee so determines in its sole discretion.
  (b)  Otherwise,
          shares of Restricted Stock may not be sold, assigned, transferred, pledged
          or
          otherwise encumbered until the Participant is vested in the shares. Except
          as
          otherwise provided in this Section 5, if the Participant’s Date of Termination
          occurs prior to the end of a Restricted Period, the Participant shall forfeit
          any unvested Restricted Stock as of the Participant’s Date of
          Termination.
  **6.**  **Withholding** .
          Participant must make arrangements, satisfactory to the Company, for
          satisfaction of any applicable foreign, federal, state or local withholding
          requirements related to the receipt of Restricted Stock or the lapse of
          restrictions thereon. If no alternative arrangements are made, the Company
          may
          withhold Restricted Stock to satisfy such withholding requirements.
  **7.**  **Heirs
          and Successors** .
  (a)  This
          Agreement shall be binding upon, and inure to the benefit of, the Company
          and
          the Participant and their respective successors and assigns.
  (b)  If
          any
          rights exercisable by the Participant or benefits deliverable to the Participant
          under this Agreement have not been exercised or delivered, respectively,
          at the
          time of the Participant’s death, such rights shall be exercisable by the
          Designated Beneficiary, and such benefits shall be delivered to the Designated
          Beneficiary, in accordance with the provisions of this Agreement and the
          Plan.
  (c)  If
          a
          deceased Participant has failed to designate a beneficiary, or if the Designated
          Beneficiary does not survive the Participant, any rights that would have
          been
          exercisable by the Participant and any benefits distributable to the Participant
          shall be exercised by or distributed to the legal representative of the
          estate
          of the Participant.
  (d)  If
          a
          deceased Participant has designated a beneficiary but the Designated Beneficiary
          dies before the Designated Beneficiary’s exercise of all rights under this
          Agreement or before the complete distribution of benefits to the Designated
          Beneficiary under this Agreement, then any rights that would have been
          exercisable by the Designated Beneficiary shall be exercised by the legal
          representative of the estate of the Designated Beneficiary, and any benefits
          distributable to the Designated Beneficiary shall be distributed to the
          legal
          representative of the estate of the Designated Beneficiary.
  **8.**  **Substituted
          or Additional Shares.** If,
          from
          time to time during the term of this Agreement, there is any stock split-up,
          stock dividend, stock distribution or other reclassification of the Company’s
          Common Stock, any and all new, substituted or additional securities to
          which the
          Participant is entitled by reason of his or her ownership of the Restricted
          Stock shall be immediately subject to the terms of this Agreement.
  **9.**  **Administration** .
          The
          authority to manage and control the operation and administration of this
          Agreement shall be vested in the Committee, and the Committee shall have
          all
          powers with respect to this Agreement as it has with respect to the Plan.
          Any
          interpretation of the Agreement by the Committee and any decision made
          by it
          with respect to the Agreement is final and binding on all persons.
  **10.**  **Plan
          Governs** .
          Notwithstanding anything in this Agreement to the contrary, the terms of
          this
          Agreement shall be subject to, and governed by, the terms of the Plan,
          a copy of
          which may be obtained by the Participant from the office of the Secretary
          of the
          Company; and this Agreement is subject to all interpretations, amendments,
          rules
          and regulations promulgated by the Committee from time to time pursuant
          to the
          Plan. In the event of any conflict between the terms of the Plan and this
          Agreement, the terms of the Plan shall govern.
  **11.**  **Amendment** .
          This
          Agreement may be amended by written Agreement of the Participant and the
          Company, without the consent of any other person.
  **12.**  **No
          Right to Continued Employment** .
          This
          Restricted Stock Agreement does not confer upon the Participant the right
          to
          continued employment with the Company or any Affiliate, nor shall it interfere
          with the right of the Company or an affiliate to terminate the Participant’s
          employment at any time.
  **13.**  **Charges,
          Taxes and Expenses** .
          The
          issuance of certificates for shares of Restricted Stock shall be made without
          charge to the Participant for any transfer tax or other such expense imposed
          or
          incurred with respect to the issuance of such certificates, all of which
          taxes
          and expenses shall be paid by the Company.
  **14.**  **Governing
          Law.** This
          Agreement shall be governed by the laws of the State of Delaware.
  **IN
          WITNESS WHEREOF** ,
          the
          Company has caused this Agreement to be executed in its name and on its
          behalf
          as of the Grant Date.
  
 **MATRIA
          HEALTHCARE, INC.**
 
 
 By:
          _________________________________
 Its:__________________________________