Matria Healthcare, Inc. Board of Directors' Corporate Governance and Nominating
      Committee Charter


    

      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.


      
        
           

        

        
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      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.

            


      


    

    
      
         

      

      
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