0000882289-05-000063 Sample Contracts

Re: Accelerated Share Repurchase
Accelerated Share Repurchase Agreement • November 9th, 2005 • Apria Healthcare Group Inc • Services-home health care services • New York

This letter (the “Letter Agreement”) sets forth the agreement we have reached with respect to a transaction between Citibank, N.A. (“Citibank”), acting through Citigroup Global Markets Inc. #147;CGMI”) as agent (collectively with Citibank, “Citigroup”), and Apria Healthcare Group Inc. (the “Company”) in relation to shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). THE COUNTERPARTY TO THE COMPANY IN THIS TRANSACTION IS CITIBANK, N.A. WHICH IS NOT REGISTERED AS A BROKER-DEALER UNDER THE SECURITIES EXCHANGE ACT OF 1934. CITIGROUP GLOBAL MARKETS INC. IS ACTING AS AGENT FOR CITIBANK, N.A. IN CONNECTION WITH THIS TRANSACTION.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2005 • Apria Healthcare Group Inc • Services-home health care services • California

This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Apria Healthcare Group Inc. (the “Company”) and Lawrence A. Mastrovich (the “Executive”), as of October 20, 2005.

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