SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT

Termination Severance Agreement

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This Termination Severance Agreement involves

MATRIA HEALTHCARE, INC

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Title: SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT
Governing Law: Georgia Date: 11/8/2006
Industry: HTHFAC Sector: HEALTH

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Non Change-in-Control Severance Agreement dated November ??, 2006 between Matria and Yvonne V. Scoggins SEVERANCE COMPENSATION

AND

RESTRICTIVE COVENANT AGREEMENT

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the "Agreement") is dated as of November 6, 2006, between MATRIA HEALTHCARE, INC., a Delaware corporation (the "Company"), and YVONNE V. SCOGGINS (the "Executive").

WHEREAS, the Board of Directors of the Company has determined that it is appropriate to reward the Executive for her years of service to the Company and predecessor companies and encourage the Executive to remain in the Companys employ;

NOW, THEREFORE, in consideration of their respective obligations to one another set forth in this Agreement, and other good and valuable consideration, the receipt, sufficiency and adequacy of which the parties hereby acknowledge, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1. Term.

(a) The term of this Agreement shall begin on November 6, 2006 and shall continue in effect until the termination of the Executives employment with the Company as a result of (i) the Executives death; (ii) the Executives Disability; (iii) the Executives termination by the Company for Cause; or (iv) the Executives decision to terminate employment other than for Good Reason.

2. Termination of Employment during the Term.

(a) The Executive shall be entitled to the compensation and benefits provided in Section 3 upon the termination of the Executives employment with the Company during the term of this Agreement by the Executive or by the Company, unless such termination is as a result of (i) the Executives death; (ii) the Executives Disability; (iii) the Executives termination by the Company for Cause; or (iv) the Executives decision to terminate employment other than for Good Reason.

(b) Disability. The term "Disability" as used in this Agreement shall mean termination of the Executives employment by the Company as a result of the Executives incapacity due to physical or mental illness, provided that the Executive shall have been absent from her duties with the Company on a full-time basis for six consecutive months and such absence shall have continued unabated for 30 days after Notice of Termination as described in Section 2(e) is thereafter given to the Executive by the Company.

(c) Cause. The term "Cause" for purposes of this Agreement shall mean the Companys termination of the Executives employment by the Company on the basis of criminal or

civil fraud on the part of the Executive involving a material amount of funds of the Company. For purposes of this Agreement only, the preparation and filing of fictitious, false or misleading claims in connection with any federal, state or other third party medical reimbursement program, or any other violation of any rule or regulation in respect of any federal, state or other third party medical reimbursement program by the Company or any subsidiary of the Company shall not be deemed to constitute "criminal fraud" or "civil fraud."

(d) Good Reason. For purposes of this Agreement, "Good Reason" shall mean any of the following actions taken by the Company without the Executives express written consent:

(i) Failure to re-elect the Executive as an officer of the Company, or removal of the Executive as an officer of the Company, except in connection with the termination of her employment for Disability or Cause or as a result of the Executives death or by the Executive;

(ii) A reduction in the Executives base salary as in effect on the date hereof;

(iii) Any failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, any bonus or contingent bonus arrangements and credits and the right to receive performance awards and similar incentive compensation benefits) in which the Executive is participating on the date of this Agreement (hereinafter referred to as "Incentive Plans") or the taking of any action by the Company which would adversely affect the Executives participation in any such Incentive Plan or reduce the Executives benefits under any such Incentive Plan, expressed as a percentage of her base salary, by more than five percentage points in any fiscal year as compared to the immediately preceding fiscal year;

(iv) Any failure by the Company to continue in effect any plan or arrangement to receive securities of the Company (including, without limitation, the Companys 1981 Incentive Stock Option Plan, 1983 Incentive Stock Option Plan, 1984 Nonqualified Stock Option Plan, 1985 Nonqualified Stock Option Plan, 1991 Stock Option Plan and 1993 Stock Option Plan, 1996 Stock Incentive Plan, 1997 Stock Incentive Plan, Employee Stock Purchase Plan and any other plan or arrangement to receive and exercise stock options, stock appreciation rights, restricted stock or grants thereof) in which the Executive is participating or has the right to participate on the date of this Agreement (hereinafter referred to as "Securities Plans") or the taking of any action by the Company which would adversely affect the Executives participation in or materially reduce the Executives benefits under any such Securities Plan, provided that a diminution in the number of option shares granted under any such Securities Plan shall not constitute Good Reason so long as the diminution in total grants to all key executives is apportioned ratably among all such key executives;

(v) Any failure by the Company to allow the Executive to participate in any benefit plan, program or arrangement (including, without limitation, any profit sharing plan, group annuity contract, group life insurance supplement, or medical, dental, accident and disability plans, but excluding Incentive Plans and Securities Plans) to the same extent as other key executives of the Company;

(vi) Any failure by the Company to provide the Executive with the number of paid vacation days (or compensation therefor at termination of employment) accrued to the Executive through the Date of Termination (as defined in Section 2(f) below; or

(vii) Any purported termination of the Executives employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2(e), and for purposes of this Agreement, no such purported termination shall be effective.

(e) Notice of Termination. Any termination of the Executives employment by the Company for a reason specified in Section 2(b) or 2(c) shall be communicated to the Executive by a Notice of Termination prior to the effective date of the termination. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate whether such termination is for the reason set forth in Section 2(b) or 2(c) and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executives employment under the provision so indicated. For purposes of this Agreement, no termination of the Executives employment by the Company shall constitute a termination for Disability or Cause unless such termination is preceded by a Notice of Termination.

(f) Date of Termination. "Date of Termination" shall mean (a) if the Executives employment is terminated by the Company for Disability, 30 days after a Notice of Termination is given to the Executive (provided that the Executive shall not have returned to the performance of the Executives duties on a full-time basis during such 30-day period) or (b) if the Executives employment is terminated by the Company or the Executive for any other reason, the date on which the Executives termination is effective.

3. Compensation and Benefits upon Termination of Employment.

(a) If the Company shall terminate the Executives employment other than pursuant to Section 2(b) or 2(c) and Section 2(e), or if the Executive shall terminate her employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executives adherence to the terms of Section 4 hereof, the following:

(i) On the Date of Termination, the Company shall become liable to the Executive for an amount equal to two times the Executives annual base compensation and targeted base bonus on the Date of Termination, which amount shall be paid to the Executive in cash on or before the fifth day