AMENDMENT
That certain Letter Agreement dated May 16, 2000, by and between Matria
Healthcare, Inc. (the "Company") and Jeffrey D. Koepsell ("you"), is hereby
amended to add the following paragraph:
As a condition to being nominated for election to the Company's Board
of Directors, you agree to execute an irrevocable resignation from the Board of
Directors, attached as Exhibit A, to be effective upon termination of your
employment with the Company for any reason. Any severance payments to which you
are entitled under the terms of this offer and your entitlement to be
established as "consultant" to the Company following termination of employment
are expressly conditioned upon the effectiveness of such resignation from the
Board of Directors.
Dated as of the 18th day of May, 2000.
MATRIA HEALTHCARE, INC.
/s/ Jeffrey D. Koepsell /s/ Donald R. Millard
____________________________ By:______________________________
Jeffrey D. Koepsell Donald R. Millard
President and Chief Executive Officer
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EXHIBIT A
I hereby resign as a member of the Board of Directors of Matria
Healthcare, Inc. (the "Company"). This resignation shall be irrevocable and
shall be effective upon termination of my employment with the Company for any
reason.
/s/ Jeffrey D. Koepsell
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Jeffrey D. Koepsell
