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                                                                   EXHIBIT 10.45

                        RESTRICTED STOCK AWARD AGREEMENT
                                    under the
                             RENAL CARE GROUP, INC.
                            1996 STOCK INCENTIVE PLAN



                       Grantee: Stephen D. McMurray, M.D.

                             Number of Shares: 5,250

                    Effective Date of Grant: January 25, 1999

       1. Consulting Arrangement. The Grantee named above (the "Grantee") and
Renal Care Group, Inc., a Delaware corporation (the "Corporation"), have a
consulting arrangement (the "Consulting Arrangement") pursuant to which the
Grantee provides financial advisory services, investor relations services and
certain other consulting services for the Corporation.

       2. Grant of Shares. In further consideration of the consulting services
provided under the Consulting Arrangement, and subject to the restrictions and
other terms and conditions set forth in this Agreement (this "Agreement"), the
Corporation hereby grants to the Grantee, under the Renal Care Group, Inc.
Amended and Restated 1996 Stock Incentive Plan (the "Plan"), the number of
shares indicated above of the Corporation's $0.01 par value common stock (the
"Shares"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned such terms in the Plan.

       3. Restrictions. The Shares may not be sold, transferred, exchanged,
assigned, pledged, hypothecated or otherwise encumbered unless and until such
restriction has expired as provided in Section 4 hereof. Any Shares as to which
such restriction has not yet expired are referred to herein as the "Restricted
Shares."

       If the Consulting Arrangement terminates for any reason other than as set
forth in any of paragraphs (b) through (d) of Section 4 hereof, then the Grantee
shall forfeit all of the Grantee's right, title and interest in and to the
Restricted Shares.

       The restrictions imposed under this Section shall apply to all shares of
capital stock or other securities that may be issued with respect to Restricted
Shares hereunder in connection with any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the common stock of the Corporation.

       4. Expiration and Termination of Restrictions. The restrictions imposed
under Section 3 will expire on the earliest to occur of the following:

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                           (a) As to the following numbers of Restricted Shares
         awarded hereunder (adjusted proportionately in the event of any change
         in the total numbers of Restricted Shares) on the following respective
         dates:

<TABLE>
<CAPTION>
                                              Date of Termination
                Number of Shares                of Restrictions
                ----------------              -------------------
                <S>                           <C>
                      8,750                     January 25, 2004
</TABLE>


                           (b) On the first day of the calendar month next
         following the Grantee's death or a determination that the Consulting
         Arrangement must be terminated due to the Grantee's Disability; or

                           (c) If in the sole discretion of the Committee, (i)
         the Grantee terminates the Consulting Arrangement for good reason; or
         (ii) the Corporation terminates the Consulting Arrangement without
         cause; or

                           (d) On the date of any  acceleration of vesting in 
         accordance with Article 9 of the Plan.

       5. Delivery of Shares. The Shares will be issued in the name of the
Grantee as Restricted Stock and will be held by the Corporation during the
Restricted Period. Stock certificates shall be delivered as soon as practicable
after vesting of the Shares, but may be postponed for such period as may be
required for the Corporation with reasonable diligence to comply if deemed
advisable by the Corporation, with registration requirements under the
Securities Act, listing requirements under the rules of any stock exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.

       6. Voting and Dividend Rights. The Grantee, as beneficial owner of the
Shares, shall have full voting and dividend rights with respect to the Shares
during the Restricted Period.

       7. Restrictions on Transfer and Pledge. The Restricted Shares may not be
pledged, encumbered, or hypothecated to or in favor of any party other than the
Corporation or a Subsidiary, or be subject to any lien, obligation, or liability
of the Grantee to any other party other than the Corporation or a Subsidiary.
The Restricted Shares are not assignable or transferable by the Grantee other
than by will or the laws of descent and distribution.

       8. No Right of Continued Services or Compensation. Nothing in this
Agreement shall interfere with or limit in any way the right of the Corporation
or any Subsidiary to terminate the Consulting Arrangement.

       9. Amendment. This Agreement may not be amended except in writing, signed
by the parties hereto, provided that the Plan may be amended in the manner
provided in the Plan.



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       10. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Agreement and this Agreement shall be governed by and
construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and determinative.

       11. Successors. This Agreement shall be binding upon any successor of the
Corporation, in accordance with the terms of this Agreement and the Plan.

       12. Severability. If any one or more of the provisions contained in this
Agreement are invalid, illegal or unenforceable, the other provisions of this
Agreement will be construed and enforced as if the invalid, illegal or
unenforceable provision had never been included.

       13. Notice. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or certified
United States mail, return receipt requested, postage prepaid. Notices to the
Corporation must be addressed to:

              Renal Care Group, Inc.
              2100 West End Avenue, Suite 800
              Nashville, Tennessee 37203
              Attn:  Chief Financial Officer and General Counsel

or any other address designated by the Corporation in a written notice to the
Grantee. Notices to the Grantee will be directed to the address of the Grantee
then currently on file with the Corporation, or at any other address given by
the Grantee in a written notice to the Corporation.


    [the remainder of this page intentionally left blank, signatures follow]


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       IN WITNESS WHEREOF, Renal Care Group, Inc., acting by and through its
duly authorized officers, has caused this Agreement to be executed, and the
Grantee has executed this Agreement, all as of the day and year first above
written.

                                      Renal Care Group, Inc.


                                      By:   \s\ Sam A. Brooks   
                                         -------------------------------
                                      Title:  President   
                                            ----------------------------


       I hereby accept the above Shares grant in accordance with and subject to
the terms and conditions set forth above.

       I agree that any shares of common stock received by me hereunder will not
be sold or otherwise disposed of by me except in a manner in compliance with
applicable securities laws.


                                      GRANTEE:



                                      /s/ Stephen D. McMurray, M.D.           
                                      ----------------------------------------
                                      Print Name:  Stephen D. McMurray, M.D
                                                   ---------------------------




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