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                                                                 EXHIBIT 10.37.2


                              AMENDED AND RESTATED
                             RENAL CARE GROUP, INC.
                          1999 LONG-TERM INCENTIVE PLAN

         This Amended and Restated Renal Care Group, Inc. 1999 Long-Term
Incentive Plan sets forth and restates in their entirety the terms of the Renal
Care Group, Inc. 1999 Long-Term Incentive Plan as amended through March 13,
2003.

                                    ARTICLE 1
                                     PURPOSE

         1.1      GENERAL. The purpose of the Renal Care Group, Inc. 1999
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Renal Care Group, Inc. (the "Corporation"), by linking the personal
interests of its employees, officers, consultants and directors to those of the
Corporation's stockholders and by providing its employees, officers, consultants
and directors with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Corporation in its ability to motivate,
attract, and retain the services of such persons upon whose judgment, interest,
and special effort the successful conduct of the Corporation's operation is
largely dependent. Accordingly, the Plan permits the grant of incentive awards
from time to time to selected employees, officers, consultants and directors.


                                    ARTICLE 2
                                 EFFECTIVE DATE

         2.1      EFFECTIVE DATE. The Plan was effective as of April 16, 1999,
which was the date upon which it shall be approved by the Board (the "Effective
Date"). The Plan was submitted to, and approved by, the stockholders of the
Corporation for approval at the 1999 Annual Meeting of the Stockholders of the
Corporation in June 1999. The Plan has been amended in each of 2000, 2001 and
2002, which amendments have been approved by the stockholders, to the extent
required by the terms of the Plan or applicable law. The Plan has been further
amended by action of the Board effective as of March 13, 2003. In the discretion
of the Committee, Awards may be made to Covered Employees which are intended to
constitute qualified performance-based compensation under Code Section 162(m).
Any such Awards shall be contingent upon the stockholders having approved the
Plan.


                                    ARTICLE 3
                                   DEFINITIONS

         3.1      DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section 1.1 unless a clearly


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different meaning is required by the context. The following words and phrases
shall have the following meanings:

                  (a)      "Award" means any Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Unit Award, Dividend Equivalent
         Award, or Other Stock-Based Award, or any other right or interest
         relating to Stock or cash, granted to a Participant under the Plan.

                  (b)      "Award Agreement" means any written agreement,
         contract, or other instrument or document evidencing an Award.

                  (c)      "Board" means the Board of Directors of the
         Corporation.

                  (d)      "Change in Control" means and includes each of the
         following:

                           (1)      The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the 1934 Act) (a "Person") of beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the 1934 Act) of 25%
                  or more of the combined voting power of the then outstanding
                  voting securities of the Corporation entitled to vote
                  generally in the election of directors (the "Outstanding
                  Company Voting Securities"); or

                           (2)      Individuals who, as of the Effective Date,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to the Effective Date whose election, or nomination
                  for election by the Corporation's stockholders, was approved
                  by a vote of at least 75% of the directors then comprising the
                  Incumbent Board shall be considered as though such individual
                  were a member of the Incumbent Board; or

                           (3)      The approval by the Corporation's
                  stockholders of a reorganization, merger, share exchange or
                  consolidation, other than one with respect to which those
                  persons who were the beneficial owners, immediately prior to
                  such reorganization, merger, share exchange or consolidation,
                  of outstanding securities of the Corporation ordinarily having
                  the right to vote in the election of directors own,
                  immediately after such transaction, more than 75% of the
                  outstanding securities of the resulting corporation entitled
                  to vote generally in the election of directors; or

                           (4)      The approval by the Corporation's
                  stockholders of a complete liquidation and dissolution of the
                  Corporation or the sale or other disposition of all or
                  substantially all of the assets of the Corporation other than
                  to a Subsidiary.

                           Notwithstanding the occurrence of any of the
                  foregoing, the Board may determine, if it deems it to be in
                  the best interest of the Corporation, that an event



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                  or events otherwise constituting a Change in Control shall not
                  be so considered. Such determination shall be effective if it
                  is made by the Board prior to the occurrence of an event that
                  otherwise would be or probably will lead to a Change in
                  Control or after such event if made by the Board a majority of
                  which is composed of directors who were members of the Board
                  immediately prior to the event that otherwise would be or
                  probably will lead to a Change in Control. Upon such
                  determination, such event or events shall not be deemed to be
                  a Change in Control for any purpose hereunder.

                  (e)      "Change in Control Price" means the highest closing
         price per share paid for the purchase of Stock in a national securities
         market during the ninety (90) day period ending on the date the Change
         in Control occurs.

                  (f)      "Code" means the Internal Revenue Code of 1986, as
         amended from time to time.

                  (g)      "Committee" means the committee of the Board
         described in Article 4.

                  (h)      "Corporation" means Renal Care Group, Inc., a
         Delaware corporation.

                  (i)      "Covered Employee" means a covered employee as
         defined in Code Section 162(m)(3).

                  (j)      "Disability" shall mean any illness or other physical
         or mental condition of a Participant that renders the Participant
         incapable of performing his customary and usual duties for the
         Corporation, or any medically determinable illness or other physical or
         mental condition resulting from a bodily injury, disease or mental
         disorder which, in the judgment of the Committee, is permanent and
         continuous in nature. The Committee may require such medical or other
         evidence as it deems necessary to judge the nature and permanency of
         the Participant's condition. Notwithstanding the above, with respect to
         an Incentive Stock Option, Disability shall mean Permanent and Total
         Disability as defined in Section 22(e)(3) of the Code.

                  (k)      "Dividend Equivalent" means a right granted to a
         Participant under Article 11.

                  (l)      "Effective Date" has the meaning assigned such term
         in Section 2.1.

                  (m)      "Fair Market Value", on any date, means (i) if the
         Stock is listed on a securities exchange or is traded over the Nasdaq
         National Market, the closing sales price on such exchange or over such
         system on such date or, in the absence of reported sales on such date,
         the closing sales price on the immediately preceding date on which
         sales were reported, or (ii) if the Stock is not listed on a securities
         exchange or traded over the Nasdaq National Market, the mean between
         the bid and offered prices as quoted by Nasdaq for such date, provided
         that if it is determined that the fair market value is not



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         properly reflected by such Nasdaq quotations, Fair Market Value will be
         determined by such other method as the Committee determines in good
         faith to be reasonable.

                  (n)      "Incentive Stock Option" means an Option that is
         intended to meet the requirements of Section 422 of the Code or any
         successor provision thereto.

                  (o)      "Non-Qualified Stock Option" means an Option that is
         not an Incentive Stock Option.

                  (p)      "Option" means a right granted to a Participant under
         Article 7 of the Plan to purchase Stock at a specified price during
         specified time periods. An Option may be either an Incentive Stock
         Option or a Non-Qualified Stock Option.

                  (q)      "Other Stock-Based Award" means a right, granted to a
         Participant under Article 12, that relates to or is valued by reference
         to Stock or other Awards relating to Stock.

                  (r)      "Parent" means a corporation which owns or
         beneficially owns a majority of the outstanding voting stock or voting
         power of the Corporation. For Incentive Stock Options, the term shall
         have the same meaning as set forth in Code Section 424(e).

                  (s)      "Participant" means a person who, as an employee,
         officer, consultant or director of the Corporation or any Parent or
         Subsidiary, has been granted an Award under the Plan.

                  (t)      "Performance Unit" means a right granted to a
         Participant under Article 9, to receive cash, Stock, or other Awards,
         the payment of which is contingent upon achieving certain performance
         goals established by the Committee.

                  (u)      "Plan" means the Renal Care Group, Inc. 1999
         Long-Term Incentive Plan, as amended from time to time.

                  (v)      "Restricted Stock Award" means Stock granted to a
         Participant under Article 10 that is subject to certain restrictions
         and to risk of forfeiture.

                  (w)      "Retirement" means a Participant's termination of
         employment with the Corporation, Parent or Subsidiary after attaining
         any normal or early retirement age specified in any pension, profit
         sharing or other retirement program sponsored by the Corporation, or,
         in the event of the inapplicability thereof with respect to the person
         in question, as determined by the Committee in its reasonable judgment.

                  (x)      "Stock" means the $0.01 par value common stock of the
         Corporation and such other securities of the Corporation as may be
         substituted for Stock pursuant to Article 14.



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                  (y)      "Stock Appreciation Right" or "SAR" means a right
         granted to a Participant under Article 8 to receive a payment equal to
         the difference between the Fair Market Value of a share of Stock as of
         the date of exercise of the SAR over the grant price of the SAR, all as
         determined pursuant to Article 8.

                  (z)      "Subsidiary" means any corporation, limited liability
         company, partnership or other entity of which a majority of the
         outstanding voting stock or voting power is beneficially owned directly
         or indirectly by the Corporation. For Incentive Stock Options, the term
         shall have the meaning set forth in Code Section 424(f).

                  (aa)     "1933 Act" means the Securities Act of 1933, as
         amended from time to time.

                  (bb)     "1934 Act" means the Securities Exchange Act of 1934,
         as amended from time to time.


                                    ARTICLE 4
                                 ADMINISTRATION

         4.1      COMMITTEE. The Plan shall be administered by a committee (the
"Committee") appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to time, the Plan
may be administered by the Board. It is intended that the directors appointed to
serve on the Committee shall be "non-employee directors" (within the meaning of
Rule 16b-3 promulgated under the 1934 Act) and "outside directors" (within the
meaning of Code Section 162(m) and the regulations thereunder) to the extent
that Rule 16b-3 and, if necessary for relief from the limitation under Code
Section 162(m) and such relief is sought by the Corporation, Code Section
162(m), respectively, are applicable. However, the mere fact that a Committee
member shall fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan. The members of the Committee shall be appointed by, and may
be changed at any time and from time to time in the discretion of, the Board.
During any time that the Board is acting as administrator of the Plan, it shall
have all the powers of the Committee hereunder, and any reference herein to the
Committee (other than in this Section 4.1) shall include the Board.

         4.2      ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation



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consultant or other professional retained by the Corporation to assist in the
administration of the Plan.

         4.3      AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

                  (a)      Designate Participants;

                  (b)      Determine the type or types of Awards to be granted
         to each Participant;

                  (c)      Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
         granted under the Plan, including but not limited to, the exercise
         price, grant price, or purchase price, any restrictions or limitations
         on the Award, any schedule for lapse of forfeiture restrictions or
         restrictions on the exercisability of an Award, and accelerations or
         waivers thereof, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (e)      Accelerate the vesting or lapse of restrictions of
         any outstanding Award, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (f)      Determine whether, to what extent, and under what
         circumstances an Award may be settled in, or the exercise price of an
         Award may be paid in, cash, Stock, other Awards, or other property, or
         an Award may be canceled, forfeited, or surrendered;

                  (g)      Prescribe the form of each Award Agreement, which
         need not be identical for each Participant;

                  (h)      Decide all other matters that must be determined in
         connection with an Award;

                  (i)      Establish, adopt or revise any rules and regulations
         as it may deem necessary or advisable to administer the Plan;

                  (j)      Make all other decisions and determinations that may
         be required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (k)      Amend the Plan or any Award Agreement as provided
         herein.

         4.4.     DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.


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                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1.     NUMBER OF SHARES. Subject to adjustment as provided in Section
14.1, the aggregate number of shares of Stock reserved and available for Awards
or which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Unit
Award) shall be 5,500,000.

         5.2.     LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for the
grant of an Award under the Plan.

         5.3.     STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

         5.4.     LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary (but subject to adjustment as provided in Section 14.1),
the maximum number of shares of Stock with respect to one or more Options and/or
SARs that may be granted during any one calendar year under the Plan to any one
Participant shall be 300,000, and the maximum aggregate number of shares of
Stock that may be granted as Restricted Stock during any one calendar year under
the Plan is ten percent (10%) of the number of shares available for grant.


                                    ARTICLE 6
                                   ELIGIBILITY

         6.1.     GENERAL. Awards may be granted only to individuals who are
employees, officers, directors or consultants of the Corporation or a Parent or
Subsidiary.


                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1.     GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee, provided that the
         exercise price shall not be less than the Fair Market Value as of the
         date of the grant, provided further that the Committee will not amend
         any Option to reduce the exercise price at any time after an option is
         issued.


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                  (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance or
         other conditions, if any, that must be satisfied before all or part of
         an Option may be exercised. The Committee may waive any exercise
         provisions at any time in whole or in part based upon factors as the
         Committee may determine in its sole discretion so that the Option
         becomes exerciseable at an earlier date.

                  (c)      PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants; provided, however, that if shares of Stock are used to
         pay the exercise price of an Option, such shares must have been held by
         the Participant for at least six months.

                  (d)      EVIDENCE OF GRANT. All Options shall be evidenced by
         a written Award Agreement between the Corporation and the Participant.
         The Award Agreement shall include such provisions, not inconsistent
         with the Plan, as may be specified by the Committee.

         7.2.     INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option shall not be less than the Fair Market Value as
         of the date of the grant, provided further that the Committee will not
         amend any Incentive Stock Option to reduce the exercise price at any
         time after an option is issued.

                  (b)      EXERCISE. In no event may any Incentive Stock Option
         be exercisable for more than ten years from the date of its grant.

                  (c)      LAPSE OF OPTION. An Incentive Stock Option shall
         lapse under the earliest of the following circumstances; provided,
         however, that the Committee may, prior to the lapse of the Incentive
         Stock Option under the circumstances described in paragraphs (3), (4)
         and (5) below, provide in writing that the Option will extend until a
         later date, but if Option is exercised after the dates specified in
         paragraphs (3), (4) and (5) below, it will automatically become a
         Non-Qualified Stock Option:

                           (1)      The Incentive Stock Option shall lapse as of
                  the option expiration date set forth in the Award Agreement.

                           (2)      The Incentive Stock Option shall lapse ten
                  years after it is granted, unless an earlier time is set in
                  the Award Agreement.



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                           (3)      If the Participant terminates employment for
                  any reason other than as provided in paragraph (4) or (5)
                  below, the Incentive Stock Option shall lapse, unless it is
                  previously exercised, three months after the Participant's
                  termination of employment; provided, however, that if the
                  Participant's employment is terminated by the Corporation for
                  cause or by the Participant without the consent of the
                  Corporation, the Incentive Stock Option shall (to the extent
                  not previously exercised) lapse immediately.

                           (4)      If the Participant terminates employment by
                  reason of his Disability, the Incentive Stock Option shall
                  lapse, unless it is previously exercised, one year after the
                  Participant's termination of employment.

                           (5)      If the Participant dies while employed, or
                  during the three-month period described in paragraph (3) or
                  during the one-year period described in paragraph (4) and
                  before the Option otherwise lapses, the Option shall lapse one
                  year after the Participant's death. Upon the Participant's
                  death, any exercisable Incentive Stock Options may be
                  exercised by the Participant's beneficiary, determined in
                  accordance with Section 13.6.

                  Unless the exercisability of the Incentive Stock Option is
         accelerated as provided in Article 13, if a Participant exercises an
         Option after termination of employment, the Option may be exercised
         only with respect to the shares that were otherwise vested on the
         Participant's termination of employment.

                  (d)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair
         Market Value (determined as of the time an Award is made) of all shares
         of Stock with respect to which Incentive Stock Options are first
         exercisable by a Participant in any calendar year may not exceed
         $100,000.00.

                  (e)      TEN PERCENT OWNERS. No Incentive Stock Option shall
         be granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Corporation or any Parent or Subsidiary
         unless the exercise price per share of such Option is at least 110% of
         the Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (f)      EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (g)      RIGHT TO EXERCISE. During a Participant's lifetime,
         an Incentive Stock Option may be exercised only by the Participant or,
         in the case of the Participant's Disability, by the Participant's
         guardian or legal representative.



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                  (h)      DIRECTORS. The Committee may not grant an Incentive
         Stock Option to a non-employee director. The Committee may grant an
         Incentive Stock Option to a director who is also an employee of the
         Corporation or Parent or Subsidiary but only in that individual's
         position as an employee and not as a director.


                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

         8.1.     GRANT OF SARs. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

                  (a)      RIGHT TO PAYMENT. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                           (1)      The Fair Market Value of one share of Stock
                  on the date of exercise; over

                           (2)      The grant price of the Stock Appreciation
                  Right as determined by the Committee, which shall not be less
                  than the Fair Market Value of one share of Stock on the date
                  of grant in the case of any SAR related to an Incentive Stock
                  Option.

                  (b)      OTHER TERMS. All awards of Stock Appreciation Rights
         shall be evidenced by an Award Agreement. The terms, methods of
         exercise, methods of settlement, form of consideration payable in
         settlement, and any other terms and conditions of any Stock
         Appreciation Right shall be determined by the Committee at the time of
         the grant of the Award and shall be reflected in the Award Agreement.


                                    ARTICLE 9
                                PERFORMANCE UNITS

         9.1.     GRANT OF PERFORMANCE UNITS. The Committee is authorized to
grant Performance Units to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Units granted to each Participant. All
Awards of Performance Units shall be evidenced by an Award Agreement.

         9.2.     RIGHT TO PAYMENT. A grant of Performance Units gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Units are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Units in its discretion which, depending on the extent to
which



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they are met, will determine the number and value of Performance Units that will
be paid to the Participant.

         9.3.     OTHER TERMS. Performance Units may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.


                                   ARTICLE 10
                             RESTRICTED STOCK AWARDS

         10.1.    GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee; provided, however,
that the maximum aggregate number of shares of Stock that may be granted as
Restricted Stock during any one calendar year under the Plan is ten percent
(10%) of the number of shares available for grant. All Awards of Restricted
Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2.    ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter. Any Restricted Stock that is issued with restrictions based
solely on a Participant's length of service with the Corporation will not become
free of the restrictions in less than three years, except in the event of the
Participant's death or disability. Any Restricted Stock that is issued with
restrictions based on the performance of the Corporation, a business unit or the
Participant will not become free of the restrictions in less than one year,
except in the event of the Participant's death or disability.

         10.3.    FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

         10.4.    CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates



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must bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock.


                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

         11.1     GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.


                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS

         12.1.    GRANT OF OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to shares of Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including
without limitation shares of Stock awarded purely as a "bonus" and not subject
to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards. The Committee may not award
any shares of Stock purely as a bonus unless such Stock is granted in lieu of a
bonus that would otherwise be paid or payable in cash by the Corporation.

                                   ARTICLE 13
                         PROVISIONS APPLICABLE TO AWARDS

         13.1.    STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

         13.2.    EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1), based on the terms and conditions
the Committee determines and communicates



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to the Participant at the time the offer is made, and after taking into account
the tax, securities and accounting effects of such an exchange; provided,
however, that, except as otherwise provided in the Plan, the exercise price of
any Option may not be reduced and the original term of any Option may not be
extended.

         13.3.    TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

         13.4.    FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Corporation or a Parent or Subsidiary on the grant or exercise of an Award
may be made in such form as the Committee determines at or after the time of
grant, including without limitation, cash, Stock, other Awards, or other
property, or any combination, and may be made in a single payment or transfer,
in installments, or on a deferred basis, in each case determined in accordance
with rules adopted by, and at the discretion of, the Committee.

         13.5.    LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Corporation or a Parent or
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Corporation or a Parent or
Subsidiary. No unexercised or restricted Award shall be assignable or
transferable by a Participant other than by will or the laws of descent and
distribution or, except in the case of an Incentive Stock Option, pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if
such Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an incentive stock option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable
Awards.

         13.6     BENEFICIARIES. Notwithstanding Section 13.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant's estate. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Committee.



                                      -13-
<PAGE>


         13.7.    STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         13.8     ACCELERATION UPON DEATH OR DISABILITY. Notwithstanding any
other provision in the Plan or any Participant's Award Agreement to the
contrary, upon the Participant's death or Disability during his employment or
service as a director or consultant, all outstanding Options, Stock Appreciation
Rights, and other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on outstanding Awards shall lapse.
Any Option or Stock Appreciation Rights Awards shall thereafter continue or
lapse in accordance with the other provisions of the Plan and the Award
Agreement. To the extent that this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in Section 7.2(d), the excess Options
shall be deemed to be Non-Qualified Stock Options.

         13.9.    CHANGES IN CONTROL.

                  (a)      CHANGE IN CONTROL FOLLOWED BY EMPLOYMENT TERMINATION.
         Except as otherwise provided in the Award Agreement, in the event that
         a Change in Control shall occur and an employee Participant's
         employment shall terminate, except as provided in the next sentence,
         within twelve (12) months after the Change in Control, then (i) all
         unexercised Awards (whether exercisable or not exercisable) shall
         automatically become one hundred percent (100%) vested and exercisable
         immediately, (ii) no other terms, conditions, restrictions or
         limitations shall be imposed upon any such Awards after such date, and
         in no circumstance shall an Award be forfeited on or after such date,
         and (iii) all such Awards shall be valued on the basis of the greater
         of the Change in Control Price or the Fair Market Value on the date of
         such termination, and such value shall promptly be paid to the
         Participant in cash by the Corporation or its successor. The foregoing
         shall not apply if employment termination is due to (i) death, (ii)
         disability entitling the Participant to benefits under the
         Corporation's or its successor's long-term disability plan, (iii)
         Cause, or (iv) resignation (other than (A) resignation from a declined
         reassignment to a job that is not reasonably equivalent in
         responsibility or compensation or that is not in the same geographic
         area, or (B) resignation within 30 days following a reduction in base
         pay).

                  (b)      AUTOMATIC ACCELERATION AND CASH-OUT. Upon a Change in
         Control that results directly or indirectly in the Stock (or the stock
         of any successor to the Corporation received in exchange for stock)
         ceasing to be publicly traded in a national securities market, (i) all
         unexercisable Awards (whether exercisable or not exercisable) shall
         automatically become one hundred percent (100%) vested and exercisable
         immediately, (ii) no other terms, conditions, restrictions or
         limitations shall be imposed upon any such Awards after such date, and
         in no circumstance shall an Award be forfeited on or after such date,
         and (iii) all such Awards shall be valued on the basis of the



                                      -14-
<PAGE>


         Change in Control Price, and such value shall promptly be paid to the
         Participant in cash by the Corporation or its successor.

                  (c)      MISCELLANEOUS. Upon a Change in Control, no action,
         including, without limitation, the amendment, suspension or termination
         of the Plan, shall be taken that would adversely affect the rights of
         any Participant or the operation of the Plan with respect to any Award
         to which a Participant may have become entitled hereunder on or prior
         to the date of the Change in Control or to which such Participant may
         become entitled as a result of such Change in Control.

         13.10.   ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Corporation of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of the 1934
Act, the Committee may in its sole discretion declare all outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.11.   ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 13.10 or 13.11 above, the Committee
may in its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
and/or that all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the Committee
may, in its sole discretion, declare. The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 13.11.

         13.12    EFFECT OF ACCELERATION. If an Award is accelerated under
Section 13.10 or 13.11, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         13.13.   PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Corporation or a Parent or Subsidiary of a
specified target return, or target growth in return, on



                                      -15-
<PAGE>


equity or assets, (b) the Corporation's, Parent's or Subsidiary's stock price,
(c) the Corporation's total stockholder return (stock price appreciation plus
reinvested dividends) relative to a defined comparison group or target over a
specific performance period, (d) the achievement by a business unit of the
Corporation, Parent or Subsidiary of a specified target, or target growth in,
net income or earnings per share, or (e) any combination of the goals set forth
in (a) through (d) above. If an Award is made on such basis, the Committee shall
establish goals prior to the beginning of the period for which such performance
goal relates (or such later date as may be permitted under Code Section 162(m)
or the regulations thereunder), and the Committee may reduce (but not increase)
the Award, notwithstanding the achievement of a specified goal. Any payment of
an Award granted with performance goals shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.

         13.14.   TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur in a circumstance in which a
Participant transfers from the Corporation to one of its Parents or
Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or
transfers from one Parent or Subsidiary to another Parent or Subsidiary.


                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1.    GENERAL. In the event a stock dividend is declared upon the
Stock, the authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and the shares of Stock then subject to each Award shall be
increased proportionately without any change in the aggregate purchase price
therefor. In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Corporation or
of another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, the authorization limits under Section 5.1 and 5.4 shall be
adjusted proportionately, and there shall be substituted for each such share of
Stock then subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award, or, subject
to Section 15.2, there shall be made such other equitable adjustment as the
Committee shall approve.


                                   ARTICLE 15
                     AMENDMENT, MODIFICATION AND TERMINATION

         15.1.    AMENDMENT, MODIFICATION AND TERMINATION. Except for amendments
to correct scriveners' errors and technical amendments to address changes in
law, in



                                      -16-
<PAGE>


each case which amendments do not materially alter the Plan which amendments may
be approved by the Board, the Plan may not be amended without stockholder
approval

         15.2     AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination, and provided
further that, except as otherwise provided in the Plan, the exercise price of
any Option may not be reduced and the original term of any Option may not be
extended. No termination, amendment, or modification of the Plan shall adversely
affect any Award previously granted under the Plan, without the written consent
of the Participant.


                                   ARTICLE 16
                               GENERAL PROVISIONS

         16.1.    NO RIGHTS TO AWARDS. No Participant or any eligible
participant shall have any claim to be granted any Award under the Plan, and
neither the Corporation nor the Committee is obligated to treat Participants or
eligible participants uniformly.

         16.2.    NO STOCKHOLDER RIGHTS. No Award gives the Participant any of
the rights of a stockholder of the Corporation unless and until shares of Stock
are in fact issued to such person in connection with such Award.

         16.3.    WITHHOLDING. The Corporation or any Parent or Subsidiary shall
                  have the authority and the right to deduct or withhold, or
require a Participant to remit to the Corporation, an amount sufficient to
satisfy federal, state, and local taxes (including the Participant's FICA
obligation) required by law to be withheld with respect to any taxable event
arising as a result of the Plan. With respect to withholding required upon any
taxable event under the Plan, the Committee may, at the time the Award is
granted or thereafter, require that any such withholding requirement be
satisfied, in whole or in part, by withholding shares of Stock having a Fair
Market Value on the date of withholding equal to the amount required to be
withheld for tax purposes, all in accordance with such procedures as the
Committee establishes.

         16.4.    NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Corporation or any Parent or Subsidiary to terminate any Participant's
employment or status as an officer, director or consultant at any time, nor
confer upon any Participant any right to continue as an employee, officer,
director or consultant of the Corporation or any Parent or Subsidiary.

         l6.5.    UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall



                                      -17-
<PAGE>


give the Participant any rights that are greater than those of a general
creditor of the Corporation or any Parent or Subsidiary.

         16.6.    INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Corporation from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Corporation an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Corporation's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.

         16.7.    RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Corporation or any Parent or Subsidiary unless provided otherwise in such
other plan.

         16.8.    EXPENSES. The expenses of administering the Plan shall be
borne by the Corporation and its Parents or Subsidiaries.

         16.9.    TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.10.   GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         16.11.   FRACTIONAL SHARES. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         16.12.   GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Corporation to make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the
Corporation may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.



                                      -18-
<PAGE>


         16.13.   GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Tennessee.

         16.14    ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         The foregoing is hereby acknowledged as being the Renal Care Group,
Inc. 1999 Long-Term Incentive Plan as adopted by the Board of Directors of the
Corporation on April 16, 1999 as amended through March 13, 2003.

                                       Renal Care Group, Inc.


                                       By:
                                          --------------------------------------
                                       Its:
                                          --------------------------------------


                                      -19-