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AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT
 Apria Healthcare Group Inc. William E. Monast
 RECITALS
     Positions and Duties
 Compensation and Benefits
 Salary
 Bonus




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Expenses
 Other Benefits
 Grounds for Termination
 Without Cause or Good Reason
 Death
 Disability
 Cause
 2




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Resignation for Good Reason
 Payments upon Termination
 Without Cause or with Good Reason
 3




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Annual Compensation
 Good Reason
 (i)
    
    any reduction in the Executives annual base
salary, except for a general one-time across-the-board salary
reduction not exceeding ten percent (10%) which is imposed
simultaneously on all executive officers of the Company;or(ii)
    
    the Company requires the Executive to be based
at an office location which will result in an increase of more than
thirty (30) miles in the Executives one-way commute, except in
connection with a relocation of the Companys principal executive
offices;
 provided however
  (a)
    
    a material reduction in the nature, status or scope
of the Executives authorities, duties, and/or responsibilities, (when
such authorities,
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duties, and/or responsibilities are viewed in the aggregate) from their
level in effect on the day immediately prior to the Change of Control
(provided, however, that neither of (A) a change in the Executives
title or reporting relationships, nor (B) an adjustment in the nature of
the Executives duties and responsibilities that in either case does not
remove from him the authority with respect to the Companys functional
area, employees or products and services that the Executive had
immediately prior to such change or adjustment shall constitute Good
Reason);(b)
    
    a reduction in the Executives base salary from its
highest level in effect at any point in the three months preceding the
Change of Control or a significant reduction in the Executives aggregate
incentive opportunities under the Companys short and/or long-term
incentive programs, as such opportunities exist immediately prior to the
Change of Control;(c)
    
    the failure of the Company to maintain the
Executives relative level of coverage and accruals (as compared to other
Company executives) under the Companys employee benefit and/or
retirement plans, policies, practices, or arrangements in which the
Executive participates immediately prior the Change of Control (both in
terms of the amount of benefits provided, and amounts accrued) (for this
purpose, the Company may eliminate and/or modify existing programs and
coverage levels without the Executives consent; provided, however, that
the Executives level of coverage under all such programs must be at
least as great as is provided to executives who have the same or lesser
levels of reporting responsibilities within the Companys organization);
or(d)
    
    the Executive is informed by the Company that his
principal place of employment for the Company will be relocated to a
location that will result in an increase of more than thirty (30) miles
in the Executives one-way commute (as compared to the Executives
one-way commute prior to the Change of Control).
 Release of all Claims
 No Mitigation or Offset
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Death, Disability or Cause
 Change of Control
 (i)
    
    any person, as such term is used in Sections
13(d)and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the 1934 Act) is, becomes or enters a contract to become, the
beneficial owner, as such term is used in Rule 13d-3 promulgated
under the 1934 Act, directly or indirectly, of securities representing
twenty-five percent (25%) or more of the voting common stock of the
Company;(ii)
    
    all or substantially all of the business or
assets of the Company are disposed of, or a contract is entered to
dispose of all of the business of the Company pursuant to a merger,
consolidation other transaction in which (a) the Company is not the
surviving parent company or (b) the stockholders of the Company prior
to the transaction do not continue to own at least sixty percent (60%)
of the surviving parent company in substantially the same proportions
as their ownership immediately prior to such transaction; or(iii)
    
    the Company is materially or completely
liquidated.
  6




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(i)
    
    the burden of proving that the Executive is not
entitled to such payments shall be on the Company;(ii)
    
    the Company shall pay all expenses incurred by
the Executive in prosecuting or defending any such proceeding as they
are incurred by the Executive in advance of the final disposition of
such dispute, together with any tax liability incurred by the Executive
in connection with the receipt of such amounts; provided, however, that
the payment of such expenses incurred in advance of the final
disposition of such proceeding shall be made only upon delivery to the
Company of an undertaking, by or on behalf of the Executive, to repay
all amounts so advanced to the extent the arbitrator in such proceeding
affirmatively determines that the Company is the prevailing party,
taking into account all claims made by any such party to such
proceeding; and(iii)
    
    all such payments or benefits described in
this Agreement shall continue to be made or provided on the dates
provided herein as if all assertions or claims made by the Executive
are accurate without any offsets, claims or charges of any kind
whatsoever being asserted by the Company, except in the event a final
determination pursuant to the arbitration provisions of Section 16 has
been rendered and such determination provides that the Company is
entitled to assert any such offset, claim or charge against the
Executive.
 Successors; Binding Agreement
  7




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Notices
  
  
  Antisolicitation
   8




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Soliciting Employees
 Confidential Information
    9




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Parachute Limitation
    10




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Funding Upon Change Of Control
     11




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Effect of Section 409A of the Code The Wall Street Journal
 Modification and Waiver
 Severability
 Counterparts
 Arbitration
 12




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Entire Agreement
 13




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APRIA HEALTHCARE GROUP INC.By:
    /s/ Lawrence M. HigbyName:
    Lawrence M. HigbyTitle:
    Chief Executive Officer EXECUTIVEBy:
    /s/ William E. MonastName:
    William E. Monast




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GENERAL RELEASE
 THIS GENERAL RELEASE (this Release ___ Executive Apria Severance
Agreement




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Apria Releasees,
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[Executive] APRIA HEALTHCARE GROUP INC.By:[Name][Title] 6