**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 period beginning on the Grant Date and ending on
            [specify each date on which performance is to be measured], subject to
            the
            achievement of the Performance Objectives for such Restricted Period
            as defined
            in Schedule
            1 ,
            hereto.
  (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 and subject
            to
            satisfaction of the applicable Performance Objectives for that 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
            Committee
            determines that the applicable Performance Objectives for that Restricted
            Period
            have been satisfied, but in any event no later than the later of (x)
            the date on
            which the Company files with the Securities and Exchange Commission (“SEC”) it
            Annual Report on Form 10-K for the fiscal year in which the Performance
            Objectives are measured or (y) the fifteenth (15 th )
            day
            following the end of the applicable Restricted Period. Notwithstanding
            the
            foregoing:
  (i)  in
            the
            event a Corporate Transaction, Subsidiary Disposition or Change in Control,
            as
            defined in the Plan, occurs on or prior to [specify last date of the
            last period
            for which performance is
  
  measured
            (“Date X”)] 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; and
  (ii)  in
            the
            event a Corporate Transaction, Subsidiary, Disposition or Change in Control
            occurs after [Date X], but on or prior to [specify end date of last Restricted
            Period] and prior to the Participant’s Date of Termination, the unvested shares
            of the Participant’s Restricted Stock shall not be forfeited as of any such Date
            of Termination prior to [specify end date of last Restricted Period]
            and such
            shares shall vest and become non-forfeitable as of the date on which
            the
            Committee determines that the Performance Objectives have been satisfied
            but no
            later than the date on which the Company files with the SEC its Annual
            Report on
            Form 10-K for the fiscal year in which the Performance Objectives are
            measured,
            to the same extent they otherwise would have but for the fact that the
            Participant’s Date of Termination occurs prior to [specify end date of last
            Restricted Period].
  (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:__________________________________
 
  
  **Schedule
            1**
 **Performance
            Objectives**
 
 
 Restricted
            Stock shall become vested upon satisfaction of the Performance Objectives
            for
            each Restricted Period below:
 
 (i)  For
            the
            first Restricted Period ending _______________, thirty-three and one-third
            percent (331⁄3%) of the Participant’s Restricted Stock will become vested if the
            Company’s operating earnings from continuing operations (before deduction for
            share-based compensation expense) [or other performance measure to be
            determined
            by the Committee] for the fiscal year ended during such first Restricted
            Period,
            equals or exceeds ________________.
 
 (ii)  For
            the
            Second Restricted Period ending _____________, thirty-three and one-third
            percent (331⁄3%) of the Participant’s Restricted Stock and, in the event no
            Restricted Stock became vested for the first Restricted Period referenced
            in
            Paragraph (i) above, an additional thirty-three and one-third percent
            (331⁄3%) of
            the Participant’s Restricted Stock, will become vested if the Company’s
            operating earnings from continuing operations (before deduction for share-based
            compensation expense) [or other performance measure to be determined
            by the
            Committee] for the fiscal year ended during the second Restricted Period,
            equals
            or exceeds ________________.
 
 (iii)  For
            the
            third Restricted Period ending _____________, any portion of the Participant’s
            Restricted Stock that had not vested previously will become vested if
            the
            Company’s operating earnings from continuing operations (before deduction for
            share-based compensation expense) [or other performance measure to be
            determined
            by the Committee] for the fiscal year ended during such Restricted Period,
            equals or exceeds ________________.
 
 All
            Restricted Stock that does not become vested in accordance with the preceding
            paragraphs shall be forfeited as of the last day of the third Restricted
            Period.