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                                                                 Exhibit 10.68.1


                              AMENDMENT NUMBER 1 TO
                                 PLAN AGREEMENT

                                    under the

                RENAL CARE GROUP, INC. SUPPLEMENTAL BENEFIT PLAN


         This Amendment Number 1 to Plan Agreement (this "Amendment") is made
and entered into this 29th day of May 2003 by and between RENAL CARE GROUP, INC.
(the "Company") and LINDA D. BROOKS (the "Beneficiary"), the surviving spouse of
Sam A. Brooks (the "Member"). This Amendment amends the Plan Agreement, dated
February 25th, 2003 (the "Agreement"), between the Member and the Company
pursuant to the Renal Care Group, Inc. Supplemental Benefit Plan (the "Plan"),
and amends the specific terms agreed to in the Agreement. This Amendment is
entered into to correct a scrivener's error discovered by the by the parties
following the Member's death. Capitalized terms used in this Amendment and not
otherwise defined in this Amendment have the meanings assigned such terms in the
Agreement and the Plan.

         In consideration of the mutual covenants and agreements described
below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       Retirement Income.  Section 1 of the Agreement is amended to
delete such Section in its entirety and to insert in lieu thereof the following:

                  1.       Retirement Income.  The Company will pay Retirement
         Income to the Member as follows:

                           (a) The amount of the Member's Retirement Income
         shall be $650,000 per year for ten years beginning on January 2 of the
         year first following the Retirement Date.

                           (b) The Retirement Income will be paid in equal
         monthly installments beginning on January 2 of the year first following
         the Retirement Date.

                           (c) Notwithstanding the provisions of subsections (a)
         and (b) of this Section 1, if Member dies before his Retirement Date,
         then Member's Retirement Income shall be $650,000 per year for ten
         years, and the Member's Retirement Income shall be paid to the Member's
         primary Beneficiary in equal monthly installments beginning on the
         first day of the month first following the date of the Member's death.

                           (d) In the event of the death of the Member and the
         Member's primary Beneficiary prior to full payment of benefits under
         the



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         terms of this Plan Agreement, all remaining payments will be paid
         to the secondary Beneficiary in a lump sum, equal to the present value
         of the remaining payments due under this Plan Agreement. The present
         value of such remaining payments will be determined using a discount
         rate of four percent (4%) per annum. Such lump sum payment will be made
         within 90 days following the death of the Member or the Member's
         primary Beneficiary, whomever is the last to die.

         2.       No Further Amendment.  Except as specifically modified and
amended by this Amendment, the parties agree that the Agreement shall continue
in full force and effect as provided therein, and the parties reaffirm all of
its provisions.

         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.

                              Renal Care Group, Inc.



                              By:  /s/ Gary Brukardt
                                  ----------------------------------------
                              Title:  President and CEO
                                     -------------------------------------

                              Beneficiary:


                               /s/ Linda D. Brooks
                              -------------------------------------------
                              Linda D. Brooks




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