Exhibit 10.5(12)


                          Sierra Health Services, Inc.

                     Supplemental Executive Retirement Plan

                     As Amended and Restated January 1, 2001


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                                TABLE OF CONTENTS

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                                                                                                                Page

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    Purpose......................................................................................................  1

    ARTICLE 1 Definitions........................................................................................  1

    ARTICLE 2 Eligibility........................................................................................  6

             2.1         Selection for Participation.............................................................  6
             2.2         Enrollment Requirements.................................................................  6
             2.3         Commencement of Participation...........................................................  6

    ARTICLE 3 Vesting; Additional Years of Service...............................................................  6

             3.1         Vesting.................................................................................  6
             3.2         Crediting of Additional Years of Service................................................  7

    ARTICLE 4 Benefits...........................................................................................  7

             4.1         Eligibility for Benefits................................................................  7
             4.2         Reemployment of Participant Who Has Received Benefits...................................  8
             4.3         Alternative Payouts.....................................................................  9
             4.4         Withholding and Payroll Taxes...........................................................  9

    ARTICLE 5 Termination or Amendment of Plan or Agreements...................................................   10

             5.1         Termination...........................................................................   10
             5.2         Amendment..............................................................................  10
             5.3         Termination of Plan Agreement........................................................... 10

    ARTICLE 6 Other Benefits and Agreements...................................................................... 10

    ARTICLE 7 Administration of the Plan......................................................................... 10

             7.1         Plan Administrator Duties............................................................... 10
             7.2         Agents.................................................................................. 11
             7.3         Binding Effect of Decisions............................................................. 11
             7.4         Indemnity of Plan Administrator......................................................... 11
             7.5         Employer Information.................................................................... 11

    ARTICLE 8 Claims Procedures.................................................................................. 11

             8.1         Presentation of Claim................................................................... 11
             8.2         Notification of Decision................................................................ 11
             8.3         Review of a Denied Claim................................................................ 12
             8.4         Decision on Review...................................................................... 12
             8.5         Legal Action............................................................................ 13

    ARTICLE 9 Beneficiary Designation............................................................................ 13

             9.1         Beneficiary............................................................................. 13
             9.2         Beneficiary Designation; Change; Spousal Consent........................................ 13
             9.3         Acknowledgment.......................................................................... 13
             9.4         No Beneficiary Designation.............................................................. 13
             9.5         Doubt as to Beneficiary................................................................. 13
             9.6         Discharge of Obligations................................................................ 14

    ARTICLE 10 Trust............................................................................................. 14

             10.1        Establishment of the Trust.............................................................. 14
             10.2        Interrelationship of the Plan and the Trust............................................. 14

    ARTICLE 11 Miscellaneous..................................................................................... 14

             11.1        Unsecured General Creditor.............................................................. 14
             11.2        Employer's Liability.................................................................... 14
             11.3        Nonassignability........................................................................ 14
             11.4        Not a Contract of Employment............................................................ 15
             11.5        Furnishing Information.................................................................. 15
             11.6        Terms................................................................................... 15
             11.7        Captions................................................................................ 15
             11.8        Governing Law........................................................................... 15
             11.9        Validity................................................................................ 15
             11.10       Notice.................................................................................. 16
             11.11       Successors.............................................................................. 16
             11.12       Spouse's Interest....................................................................... 16
             11.13       Incompetent............................................................................. 16
             11.14       Court Order............................................................................. 16
             11.15       Distribution in the Event of Taxation................................................... 16

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                          SIERRA HEALTH SERVICES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

               Effective July 1, 1997; as Amended January 1, 2001

                                     Purpose

             The  purpose of this Plan is to  provide  specified  benefits  to a
select group of  management  and highly  compensated  employees of Sierra Health
Services, Inc., a Nevada corporation, and its subsidiaries, if any, that sponsor
this Plan.  This Plan shall be unfunded  for tax  purposes  and for  purposes of
Title I of ERISA.

                                    ARTICLE 1

                                   Definitions

             For purposes  hereof,  unless  otherwise  clearly apparent from the
context,  the  following  phrases or terms  shall have the  following  indicated
meanings:

1.1          "Assumed  Interest  Rate" means an interest  rate of seven  percent
             (7%) per annum, compounded annually; provided, however, that if the
             Plan Administrator deems it necessary or appropriate,  such Assumed
             Interest  Rate may be adjusted  from time to time to an amount that
             does not exceed the  then-current  prime  interest  rate of Bank of
             America.  No Participant shall be deemed to have any right,  vested
             or nonvested, regarding the continued use of any previously adopted
             Assumed Interest Rate.

1.2          "Beneficiary" means the individual  designated,  in accordance with
             Article 9, that is  entitled  to receive  benefits  under this Plan
             upon the death of a Participant.

1.3          "Beneficiary Designation Form" means the form established from time
             to time by the Plan  Administrator  that a  Participant  completes,
             signs  and  returns  to  the  Plan  Administrator  to  designate  a
             Beneficiary.

1.4 "Board" means the board of directors of the Company.

1.5 "Cause" means:

             (i)      the  Executive's  willful and material  breach of the
                      Executive's  agreement to refrain  from  competition  with
                      Employers;

             (ii)     the Executive, while an employee, is convicted of, or
                      pleads guilty or nolo contendere to, a felony;


             (iii)    The Executive's  commission of a fraud or
                      misappropriation  which causes material and demonstrable
                      injury to any Employer; or

             (iv)     The  Executive   commits  a  willful  act  of  dishonesty,
                      including  but not limited to  embezzlement,  resulting or
                      intended to result,  directly or  indirectly,  in material
                      personal   gain  or  enrichment  at  the  expense  of  any
                      Employer.

             For  purposes of this  definition,  an act or failure to act on the
             Executive's  part shall be  considered  "willful" if it was done or
             omitted to be done by the Executive  intentionally  and not in good
             faith,  and shall not include  any act or failure to act  resulting
             from any incapacity of the Executive.

1.6          "Change in Control"  shall mean the earliest  transaction  or event
             occurring  after  the  effective  date of the Plan in which (i) the
             Company shall merge or consolidate  with any other  corporation and
             shall not be the  surviving  corporation;  (ii) the  Company  shall
             transfer  all  or  substantially  all of its  assets  to any  other
             person;  or (iii) any person shall have become the beneficial owner
             of  more  than  50% of  the  voting  power  of  outstanding  voting
             securities of the Company.

1.7 "Claimant" shall have the meaning set forth in Section 8.1.

1.8          "Code"  means the Internal  Revenue  Code of 1986,  as amended from
             time  to  time,  including  regulations  thereunder  and  successor
             provisions and regulations thereto.

1.9 "Company" means Sierra Health Services, Inc., a Nevada corporation.

1.10         "Disability"   means  a  period  of   disability   during  which  a
             Participant   qualifies  for  benefits   under  the   Participant's
             Employer's  long-term disability plan or, if a Participant does not
             participate in such a plan, a period of disability during which the
             Participant would have qualified for benefits under such a plan had
             the Participant been a participant in such a plan, as determined in
             the sole discretion of the Plan Administrator. If the Participant's
             Employer  does not sponsor such a plan or  discontinues  to sponsor
             such  a  plan,   Disability   shall  be   determined  by  the  Plan
             Administrator  in  its  sole  discretion.  In  addition,  the  Plan
             Administrator  may  determine,  in  its  sole  discretion,  that  a
             Participant has suffered a partial disability of such a nature that
             the  Participant is unable to perform the material duties of his or
             her position which shall be deemed a  "Disability"  for purposes of
             this Plan (subject to Section 4.1(a)).

1.11         "Early Retirement" means a Participant ceasing to be an employee of
             all Employers on or after his or her  attainment of both age 55 and
             ten Years of Service for any reason  other than a leave of absence,
             Normal Retirement, death, or Disability.

1.12     "Employer(s)"  means the Company and any  subsidiaries  of the Company
         that have been selected by the Board and have agreed to
             participate in the Plan.

1.13         "Employer Contributions" means, with respect to a Participant,  the
             sum of the actual  balances,  as of a  specified  date,  in (i) the
             Participant's  account(s)  holding  allocated  and vested  employer
             matching contributions,  other employer contributions, and earnings
             thereon under the Company's  Profit-Sharing/401(k)  Plan, as it may
             be  amended  from time to time,  and the  Participant's  account(s)
             credited with vested employer matching contributions, "restoration"
             contributions,  and  other  employer  contributions,  and  earnings
             thereon under the Company's  Deferred  Compensation Plan, as it may
             be amended from time to time.

1.14         "ERISA" means the Employee Retirement Income Security Act of 1974,
             as amended from time to time.

1.15         "Exchange Act" means the Securities  Exchange Act of 1934, as
             amended from time to time,  including  rules  thereunder and
             successor provisions and rules thereto.

1.16         "Final Average  Compensation"  means the average of a Participant's
             Compensation  for the three  years in which such  Compensation  was
             highest out of the last five  calendar  years of the  Participant's
             employment(including  the annualized  Compensation for the calendar
             year  in  which  the  event  that  entitled  the  Participant  to a
             distribution  of  benefits  under  this Plan  occurred),  except as
             provided in Section 4.2. For purposes of the preceding  definition,
             "Compensation" means the amounts earned by a Participant in respect
             of a given  year as salary  and bonus  within  the  meaning of Item
             402(b)(2)(iii)(A) and (B) of Regulation S-K under the Exchange Act,
             including  amounts of salary and bonus (including the cash value of
             any non-cash amount) deferred  pursuant to Instruction 3 thereto on
             a mandatory or elective basis;  provided,  however, that the amount
             of bonus  deemed  earned for the  calendar  year in which the event
             that entitled the  Participant to a distribution  of benefits under
             this  Plan  occurred  shall be not less than the  target  amount of
             bonus specified as potentially earnable by the Participant for that
             year,  regardless of the amount of such bonus  actually paid. In no
             event  shall  severance  or other  payments  following  termination
             constitute "Compensation" for purposes of the Plan.

1.17         "Normal  Retirement" means a Participant  ceasing to be an employee
             of all Employers on or after the attainment of age sixty-five  (65)
             for any reason other than a leave of absence, death, or Disability.

1.18         "Participant" means any employee (i) who is selected to participate
             in the Plan,  (ii) who elects to participate in the Plan by signing
             a Plan Agreement and a Beneficiary  Designation  Form,  (iii) whose
             signed Plan Agreement  Form and  Beneficiary  Designation  Form are
             accepted by the Plan  Administrator,  and (iv) whose Plan Agreement
             has  not  terminated.   If  a  Participant  has  a  Termination  of
             Employment and thereafter becomes reemployed by an Employer,  he or
             she must be  reselected  to  participate  and again  meet the other
             requirements  of this  definition in order to accrue benefits under
             the Plan beyond the Participant's Vested SERP Benefit prior to such
             reemployment.

1.19         "Plan" means this Supplemental Executive Retirement Plan of the
             Company, as amended from time to time.

1.20         "Plan Administrator" means the plan administrator described in
             Article 7.

1.21         "Plan Agreement" means a written agreement,  as may be amended from
             time to time,  which is entered into by and between an Employer and
             a Participant.  Each Plan Agreement executed by a Participant shall
             provide  for the  entire  benefit  to  which  such  Participant  is
             entitled under the Plan, and the Plan Agreement  bearing the latest
             date of  acceptance  by the Plan  Administrator  shall  govern such
             entitlement.

1.22         "Preretirement   Survivor   Benefit"   means,  in  the  case  of  a
             Participant  who dies prior to a Termination  of Employment and not
             during a Disability,  the Participant's SERP Benefit as of the date
             of death (which  becomes Vested upon death) that is payable to such
             Participant's Beneficiary, in accordance with Section 4.1(c).

1.23         "Present  Value" means the present  value at a specified  date of a
             Participant's  Vested  SERP  Benefit  calculated  using the Assumed
             Interest Rate (i) in the case of a Participant (or  beneficiary) to
             whom  payments have already  begun,  based on the period over which
             such SERP Benefit remains payable  assuming the payment of the SERP
             Benefit will  continue in quarterly  installments,  and (ii) in the
             case of a Participant  (or  beneficiary)  to whom payments have not
             already  begun,  based  on the  payment  of such  SERP  Benefit  in
             quarterly installments for a 15-year period assuming such quarterly
             installments  begin  on the  later  of the  first  day of the  next
             calendar quarter which begins at least 30 days after such specified
             date  or the  first  day  of  the  calendar  quarter  which  begins
             immediately  at or after the  Participant  would have completed ten
             Years  of  Service  but  for  the   Participant's   Termination  of
             Employment.

1.24         "Retirement" or "Retires" means, in each instance, Early Retirement
             or Normal Retirement, as the case may be.

1.25         "SERP  Benefit"  means an amount  payable  each  year in  quarterly
             installments  over a  period  of 15  years  to a  Participant  and,
             following  Participant's death, his or her Beneficiary(ies),  which
             amount is equal to the following:

     (i) the product of 0.0375  multiplied  by the  Participant's  Final Average
Compensation multiplied by his or her Years of Service (not to exceed 20); less

     (ii) the amount, calculated as of the date of the Participant's Termination
of  Employment,   of  annual  payments  that  would  be  payable   assuming  the
Participant's   Employer   Contributions  were  to  be  paid  out  in  quarterly
installments  at the same dates as the SERP  Benefit is to be paid over a period
of 15 years,  and  assuming the earnings on such  Employer  Contributions  (less
amounts assumed to be paid out over the 15-year  period)  continued to accrue at
the Assumed Interest Rate; less

     (iii) in the case of  Participant  who has received  payments of his or her
SERP  Benefit  (and any benefit paid under the  Company's
Supplemental  Executive Retirement Plan II ("SERP II")) prior to
a later  Termination of Employment that
gives rise to a new calculation of a SERP Benefit, the amount,  calculated as of
the date of such later Termination of Employment,  of annual payments that would
be payable  assuming  the amount  equal to the  present  value of all such prior
payments of the  Participant's  SERP Benefit (and any such prior  benefit  under
SERP II) (calculated  based on the Assumed Interest Rate(s) in effect during the
period since such prior payments were made) to the  Participant  were to be paid
out in  quarterly  installments  at the same dates as the SERP  Benefit is to be
paid over a period of 15 years,  and  assuming  the  earnings on such  amount(s)
(less  amounts  assumed to be paid out over the  15-year  period)  continued  to
accrue at the Assumed Interest Rate; less

     (iv) the amount of the Participant's annual benefit, if any, under SERP II.

1.26         "Termination  of Employment"  means a Participant  ceasing to be an
             employee of all Employers,  voluntarily or  involuntarily,  for any
             reason (including due to death or Disability).

1.27         "Trust" means the trust established pursuant to that certain Master
             Trust Agreement,  dated as of May 1, 1996,  between the Company and
             Imperial  Trust Company (and any successor  trustee),  as it may be
             amended from time to time.

1.28         "Vested" means that portion of a Participant's  SERP Benefits under
             this Plan in which the Participant has a  nonforfeitable  right and
             vested interest, as determined in accordance with Article 3 below.

1.29         "Years of Service" at a specified date means:

             (i)      in the case of a  Participant  named on  Exhibit A hereto,
                      the  total   number  of  full  years   during   which  the
                      Participant  has been  employed  by one or more  Employers
                      through  such date plus any  additional  Years of  Service
                      credited to such Participant under Section 3.2;

             (ii)     in the  case of a  Participant  not  named  on  Exhibit  A
                      hereto,  the  total  number  of full  years in  which  the
                      Participant  has been  employed  by one or more  Employers
                      from the date the Participant  commenced  participation in
                      the Plan plus any additional  Years of Service credited to
                      such Participant under Section 3.2;

             provided,  however,  that  a  Participant  who  has  ceased  to  be
             designated for  participation  for purposes of further  accruals of
             benefits upon  reemployment  shall not be credited with  additional
             Years of  Service  upon such  reemployment.  For  purposes  of this
             definition,  a year of  "Service"  shall be a  365-day  period  (or
             366-day  period in the case of a leap year)  commencing on the date
             of hiring and each  anniversary  thereof  (subject to adjustment by
             the Plan  Administrator  to  reflect  leaves of  absence  or,  with
             respect  to  employment  prior to  commencement  of  participation,
             breaks in service),  in the case of a Participant  named on Exhibit
             A, or the  date of  initial  participation  in the Plan and on each
             anniversary  thereof  (subject to adjustment  to reflect  leaves of
             absence),  in the  case of  other  Participants.  In the  case of a
             Participant who has suffered a Disability but thereafter returns to
             service or becomes  reemployed  by an Employer  promptly  after the
             Disability  ended,  the period(s) of such Disability in the year in
             which the  Disability  began  and the year in which the  Disability
             ended will be counted as  employment  solely for  purposes  of this
             definition,  but any other period (i.e.  full years) of  Disability
             shall not count as employment and therefore shall not be treated as
             Years  of  Service.  In  the  case  of  a  Participant  who  has  a
             Termination  of  Employment  for any  reason  other  than  death or
             Disability  following a Change in Control,  (i) if the  Participant
             was not employed for a full 365- (or 366-) day period that includes
             the date of the Change in Control, such Participant shall be deemed
             to have  completed a full Year of Service in respect of that period
             which includes the Change in Control,  and (ii), if the Participant
             qualifies  for  payment of his or her SERP  Benefit  under  Section
             4.1(b) or under Section 4.1(a) within six years after the Change in
             Control, such Participant shall be credited with an additional Year
             of  Service  as of  the  date  immediately  prior  to  his  or  her
             Termination of Employment.  Except as provided in this  definition,
             no  partial  year  of  employment  shall  be  counted  as a Year of
             Service.  A Participant's  paid leave of absence or unpaid leave of
             absence  for 90  days  or  less  shall  constitute  employment  for
             purposes of this  definition,  but a Participant's  unpaid leave of
             absence for more than 90 days shall not  constitute  employment for
             purposes of this definition.

                                                      ARTICLE 2

                                                     Eligibility

2.1          Selection  for  Participation.  Participation  in the Plan shall be
             limited to a select  group of  management  and  highly  compensated
             employees  of the  Employers.  An  employee  from that group  shall
             become  Participant  only  if  the  employee  has  been  previously
             nominated by the Plan  Administrator and approved for participation
             by the Compensation Committee of the Board of Directors.

2.2          Enrollment  Requirements.  As a condition  to  participation,  each
             selected  employee shall  complete,  execute and return to the Plan
             Administrator a Plan Agreement and a Beneficiary  Designation Form.
             In addition,  the Plan  Administrator  shall establish from time to
             time such other  enrollment  requirements  as it  determines in its
             sole discretion are necessary.

2.3          Commencement  of  Participation.  Provided an employee  selected to
             participate  in the Plan has met all  enrollment  requirements  set
             forth in this Plan and  required by the Plan  Administrator  at the
             times  required  by the Plan  Administrator,  that  employee  shall
             commence  participation  in the Plan on the date  specified  by the
             Plan Administrator.


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                                                      ARTICLE 3

                                        Vesting; Additional Years of Service

3.1          Vesting.  Each  Participant  shall become Vested in his or her SERP
             Benefit  beginning at the earlier of the time such  Participant has
             five  Years  of  Service,  the  termination  of such  Participant's
             employment  with all Employers due to death or upon the  occurrence
             of a Disability or a Change in Control.

3.2          Crediting of Additional Years of Service.  Prior to commencement of
             payment of a Participant's  Vested SERP Benefit,  a Participant may
             be  credited  with  additional   "deemed"  Years  of  Service,   if
             recommended  by  the  Plan   Administrator   and  approved  by  the
             Compensation  Committee.  In  no  event  may  the  number  of  such
             additional  "deemed"  Years  of  Service  exceed  five  for any one
             Participant.

                                                      ARTICLE 4

                                                      Benefits

4.1 Eligibility for Benefits.


     (a) Benefit Upon  Retirement or  Disability.  If a  Participant  Retires or
suffers a Disability, the Participant shall be entitled to payment of his or her
Vested SERP Benefit in quarterly  installments to the Participant and, following
Participant's death, to his or her  Beneficiary(ies),  for a period of 15 years.
Payment of benefits under this Section 4.1(a) shall commence on the first day of
the next calendar  quarter that begins at least 30 days after such Retirement or
30 days after the Plan Administrator's receipt of written proof or determination
of such Participant's  Disability.  If a Participant becomes entitled to payment
of his or her Vested SERP Benefit  under this  Section  4.1(a) but he or she has
not yet had a Termination of Employment, the Participant shall not thereafter be
deemed to be  reemployed  for  purposes  of Section  4.2 except as  specifically
determined by the Plan  Administrator,  subject to such restrictions as the Plan
Administrator may specify to avoid duplication of benefits hereunder.

     (b)  Benefit  Upon  Termination   Following  a  Change  in  Control.  If  a
Participant has a Termination of Employment  within six years following a Change
in Control,  other than a Retirement or termination  due to death or Disability,
he or she shall be paid, as a lump-sum cash payment, the Present Value of his or
her  Vested  SERP  Benefit  determined  as of the  date of such  Termination  of
Employment,  in full settlement of the Participant's rights under the Plan. Such
lump-sum  cash payment  shall be made within 15 days after such  Termination  of
Employment.

     (c)  Survivors'  Benefit.  If a  Participant  dies  prior  to  his  or  her
Termination of Employment and not while Participant is receiving  benefits under
Section  4.1(a) due to a  Disability,  the  Participant's  Beneficiary  shall be
entitled  to receive  the  Participant's  Vested  SERP  Benefit in the form of a
Preretirement  Survivor Benefit,  payable in quarterly installments for a period
of 15 years.  Payments of benefits  under this Section  4.1(c) shall commence on
the first day of the next  calendar  quarter  that begins at least 60 days after
the Plan Administrator has received written proof of such  Participant's  death.
The foregoing  notwithstanding,  a  Beneficiary  then entitled to receive a SERP
Benefit may petition the Plan  Administrator  in writing  requesting  payment of
such SERP Benefit in a lump-sum due to the financial hardship of the Beneficiary
or his or her dependents,  stating with particularity the reasons giving rise to
constituting  such hardship.  The Plan  Administrator  may approve or disapprove
such request,  in its sole discretion.  If approved,  such Beneficiary  shall be
paid,  as a  lump-sum  cash  payment,  the  Present  Value of such SERP  Benefit
determined as of the payment date specified by the Plan  Administrator,  in full
settlement of the Beneficiary's rights under the Plan.

     (d) Benefit Upon Other  Termination of Employment.  If a Participant  has a
Termination of Employment  which does not give rise to payment of benefits under
Section  4.1(a) or (b) and which is not due to death and is not a termination by
the Company for Cause,  the  Participant  shall be entitled to payment of his or
her Vested  SERP  Benefit in  quarterly  installments  to the  Participant  and,
following  Participant's death, to his or her Beneficiary(ies),  for a period of
15 years.  Payment of benefits  under this Section  4.1(d) shall commence on the
later of the first day of the next calendar quarter that begins at least 90 days
after  such  Termination  of  Employment  or the first day of the next  calendar
quarter that begins immediately at or after the Participant would have completed
ten  Years of  Service  but for the  Participant's  Termination  of  Employment;
provided,  however,  that  the  Plan  Administrator  may  elect  to  pay  to the
Participant   (or,   following   his  or  her   death,   to  the   Participant's
Beneficiary(ies)),  as a lump-sum cash payment, the Present Value of such Vested
SERP Benefit  determined as of the date of Termination  of  Employment,  in full
settlement of the Participant's (and such  Beneficiary's(ies'))
rights under the
Plan.  Such  lump-sum  cash  payment  shall be made on the first day of the next
calendar  quarter  that  begins  at  least 90 days  after  such  Termination  of
Employment.

     (e)  Circumstances  in Which No Benefit is  Payable.  Upon a  Participant's
Termination of Employment,  the Participant (including his or her Beneficiaries)
will  forfeit all rights to a SERP  Benefit if such SERP  Benefit did not become
Vested prior to or as a result of such  Termination of Employment.  In addition,
in the event of a  Participant's  Termination  of  Employment by the Company for
Cause  which  both is prior to a Change in  Control  and does not  qualify  as a
Retirement,  the Participant  (including his or her Beneficiaries)  will forfeit
all rights to a SERP Benefit whether or not such SERP Benefit had become Vested.

4.2          Reemployment  of  Participant  Who  Has  Received  Benefits.  Other
             provisions of the Plan  notwithstanding,  if a Participant  who has
             received  payments of his or her SERP  Benefit  thereafter  becomes
             reemployed by any Employer (i.e., following the end of a Disability
             or as a result of being  rehired),  payments  of such SERP  Benefit
             will be  suspended  for so long as the  Participant  is  thereafter
             employed  by  any  Employer.   Upon  a  subsequent  Termination  of
             Employment or Disability, if the Participant did not accrue further
             benefits  under the Plan  following  such  reemployment  or if such
             subsequent  Termination of Employment does not give rise to payment
             of  benefits  under  the Plan,  the  payment  of the  Participant's
             previous  Vested SERP Benefit shall resume in  accordance  with its
             original  terms (for the remaining  period such Vested SERP Benefit
             is  payable).  Upon  a  subsequent  Termination  of  Employment  or
             Disability,  if the Participant  accrued further benefits under the
             Plan following such reemployment and if such subsequent Termination
             of Employment or  Disability  gives rise to benefits  under Section
             4.1,  the  Participant's  SERP  Benefit  shall  become  payable  in
             accordance  with  Section  4.1;   provided,   however,   that  such
             Participant's   Final   Average   Compensation   for   purposes  of
             calculating  such SERP  Benefit  shall be the  higher of his or her
             Final Average Compensation at the date of the latest Termination of
             Employment  or  the  Final  Average   Compensation   as  previously
             calculated in determining his or her previously paid SERP Benefit.

4.3 Alternative Payouts.


     (a) Lump Sum. If a Participant's Vested SERP Benefit under this Plan at the
time he or she,  or his or her  Beneficiary  (whether  primary  or  contingent),
becomes eligible to receive a distribution  under this Plan, when expressed on a
Present Value basis as a lump sum, is less than $25,000, the Plan Administrator,
in its sole  discretion,  may pay that  benefit  in a lump sum at the time  that
benefit payments would otherwise commence.

     (b) Withdrawal  Election.  A Participant or his or her Beneficiary,  as the
case may be,  may  elect,  at any  time  after he or she  commences  to  receive
benefits  payments  under this Plan,  to receive  those  payments in a lump sum,
based on the Present Value of his or her remaining  Vested SERP Benefits as of a
payment  date  specified  by  the  Plan  Administrator  less a 10%  penalty  (as
described below) (the net amount shall be referred to as the "Benefit  Amount").
No election to partially  accelerate benefits shall be allowed.  The Participant
shall make this election by giving the Plan Administrator advance written notice
of  the  election  in  a  form   determined  from  time  to  time  by  the  Plan
Administrator.  The penalty shall be equal to 10% of the Participant's remaining
Vested SERP Benefits, determined on a Present Value basis. The Participant shall
be paid the Benefit  Amount within 60 days after his or her  election.  Once the
Benefit  Amount  is paid,  the  Participant's  participation  in the Plan  shall
terminate and the  Participant  shall not be eligible to participate in the Plan
in the future.

4.4          Withholding  and Payroll Taxes.  The Employers  shall withhold from
             any and all benefits  paid under this Article 4 all federal,  state
             and  local  income,  employment  and  other  taxes  required  to be
             withheld  by  the  Employers  in   connection   with  the  benefits
             hereunder,  in amounts to be determined  in the sole  discretion of
             the Employers.

                                    ARTICLE 5

               Termination, Amendment or Modification of the Plan

5.1          Termination. Each Employer reserves the right to terminate the Plan
             at any time with  respect  to its  participating  employees  by the
             action of its board of directors.  A termination  of the Plan shall
             have the effect of terminating further accruals of Years of Service
             that would accrue as a result of Participant's continued employment
             during  periods more than six months after the  termination  of the
             Plan.  A  termination  of the Plan shall not  otherwise  materially
             adversely  affect the a Participant's  SERP Benefit or rights under
             the Plan or, in the case of a Beneficiary  who has become  entitled
             to the  payment  of  benefits  under  the  Plan  as of the  date of
             termination, the rights of such Beneficiary under the Plan.

5.2          Amendment.  Any Employer may, at any time, amend or modify the Plan
             in whole or in part with respect to its participating employees and
             former  employees  by  the  actions  of  its  board  of  directors;
             provided,  however,  that no  amendment  or  modification  shall be
             effective   to   decrease   or   materially   adversely   affect  a
             Participant's SERP Benefit or rights under the Plan or, in the case
             of a Beneficiary who has become entitled to the payment of benefits
             under the Plan as of the date of  termination,  the  rights of such
             Beneficiary under the Plan.

5.3          Termination  of Plan  Agreement.  Absent the  earlier  termination,
             modification  or amendment of the Plan,  the Plan  Agreement of any
             Participant shall terminate upon the full payment of the applicable
             Vested SERP Benefit as provided under Article 4.

                                                      ARTICLE 6

                                            Other Benefits and Agreements

             The  benefits  provided  for a  Participant  under this Plan are in
addition to any other  benefits  available to such  Participant  under any other
plan or program for employees of the  Employers.  The Plan shall  supplement and
shall not  supersede,  modify or amend any other such plan or program  except as
may otherwise be expressly provided.


<PAGE>


                                                      ARTICLE 7

                                             Administration of the Plan

7.1          Plan  Administrator  Duties.  This Plan shall be  administered by a
             Plan   Administrator   which  shall  consist  of  the  Compensation
             Committee  of the  Board  or such  committee  as the  Board  or the
             Compensation   Committee   shall  appoint.   Members  of  the  Plan
             Administrator  may  be  Participants  under  this  Plan.  The  Plan
             Administrator  shall also have the  discretion and authority to (i)
             make,  amend,  interpret  and  enforce  all  appropriate  rules and
             regulations for the  administration of this Plan and (ii) decide or
             resolve any and all  questions  including  interpretations  of this
             Plan, as may arise in connection with the Plan.

7.2          Agents. In the  administration of this Plan, the Plan Administrator
             may employ agents and delegate to them such  administrative  duties
             as  it  sees  fit,  (including  acting  through  a  duly  appointed
             representative),  and may from time to time consult  with  counsel,
             who may be counsel to any Employer,  or a compensation  consultant,
             who may be a consultant to any Employer.

7.3          Binding  Effect of  Decisions.  The  decision or action of the Plan
             Administrator  with  respect to any  question  arising out of or in
             connection with the administration, interpretation, and application
             of the Plan and the rules  and  regulations  promulgated  hereunder
             shall be final and  conclusive  and binding upon all persons having
             any interest in the Plan.

7.4          Indemnity of Plan Administrator.  All Employers shall indemnify and
             hold harmless the members of the Plan Administrator against any and
             all claims, losses,  damages,  expenses or liabilities arising from
             any action or failure to act with  respect to this Plan,  except in
             the case of willful  misconduct by the Plan Administrator or any of
             its members.

7.5          Employer  Information.  To enable the Plan Administrator to perform
             its   functions,   each  Employer  shall  supply  full  and  timely
             information to the Plan  Administrator  on all matters  relating to
             the compensation of its Participants, the date and circumstances of
             the  retirement,   Disability,   death  or  other   Termination  of
             Employment   of  its   Participants,   and  such  other   pertinent
             information as the Plan Administrator may reasonably require.

                                                      ARTICLE 8

                                                  Claims Procedures

8.1          Presentation of Claim. Any Participant or Beneficiary of a deceased
             Participant  (such  Participant  or  Beneficiary  being referred to
             below as a  "Claimant")  may  deliver to the Plan  Administrator  a
             written  claim for a  determination  with  respect  to the  amounts
             distributable  to such  Claimant  from  the  Plan.  If such a claim
             relates to the contents of a notice  received by the Claimant,  the
             claim must be made within 60 days after such notice was received by
             the  Claimant.   The  claim  must  state  with   particularity  the
             determination  desired by the  Claimant.  All other  claims must be
             made within 180 days of the date on which the event that caused the
             claim to arise  occurred.  The claim must state with  particularity
             the determination desired by the Claimant.

8.2          Notification of Decision.  The Plan Administrator  shall consider a
             Claimant's  claim  within a reasonable  time,  and shall notify the
             Claimant in writing:

                      (i)     that the Claimant's  requested  determination has
                              been made, and that the claim has been allowed in
                              full; or

                      (ii)    that  the  Plan   Administrator   has   reached  a
                              conclusion  contrary,  in whole or in part, to the
                              Claimant's  requested   determination,   and  such
                              notice must set forth in a manner calculated to be
                              understood by the Claimant:

                              (1)      the specific reason(s) for the denial of
                                       the claim, or any part of it;

                              (2)      specific reference(s) to pertinent
                                       provisions of the Plan upon which such
                                       denial was based;

                              (3)      a description  of any additional
                                       material or information  necessary for
                                       the Claimant to perfect
                                       the claim, and an explanation of why
                                       such material or information is
                                       necessary; and

                              (4)      an explanation of the claim review
                                       procedure set forth in Section 8.3 below.

8.3          Review of a Denied Claim.  Within 60 days after  receiving a notice
             from the Plan  Administrator that a claim has been denied, in whole
             or  in  part,  a  Claimant  (or  the  Claimant's   duly  authorized
             representative)  may file  with the Plan  Administrator  a  written
             request  for a review of the denial of the claim.  Thereafter,  but
             not  later  than 30 days  after the  review  procedure  began,  the
             Claimant (or the Claimant's duly authorized representative):

                      (i)     may review pertinent documents;

                      (ii)    may submit written comments or other documents;
                              and/or

                      (iii)   may request a hearing, which the Plan
                              Administrator, in its sole discretion, may grant.

8.4          Decision  on  Review.  The  Plan  Administrator  shall  render  its
             decision on review  promptly,  and not later than 60 days after the
             filing of a written  request  for  review of the  denial,  unless a
             hearing is held or other special  circumstances  require additional
             time,  in  which  case the Plan  Administrator's  decision  must be
             rendered  within 120 days after such date.  Such  decision  must be
             written in a manner  calculated  to be  understood by the Claimant,
             and it must contain:

                      (i)     specific reasons for the decision;

                      (ii)    specific reference(s) to the pertinent Plan
                              provisions upon which the decision was based; and

                      (iii)   such other matters as the Plan Administrator
                              deems relevant.

8.5          Legal Action. A Claimant's compliance with the foregoing provisions
             of this Article 8 is a mandatory prerequisite to a Claimant's right
             to commence any legal action with respect to any claim for benefits
             under this Plan.  Except to the extent  otherwise  required by law,
             any dispute or controversy  arising under the Plan or in connection
             with any Plan Agreement shall be settled exclusively by arbitration
             in Las Vegas,  Nevada, in accordance with the rules of the American
             Arbitration  Association  in  effect at the time of  submission  to
             arbitration.  Judgment may be entered on the arbitrators'  award in
             any court having jurisdiction.

                                                      ARTICLE 9

                                               Beneficiary Designation

9.1          Beneficiary. Each Participant shall have the right, at any time, to
             designate  his or her  Beneficiary(ies)  (both  primary  as well as
             contingent)  to receive any  benefits  payable  under the Plan to a
             beneficiary  upon  the  death  of a  Participant.  The  Beneficiary
             designated under this Plan may be the same as or different from the
             Beneficiary  designation  under any other  plan of an  Employer  in
             which the Participant participates.

9.2          Beneficiary  Designation;  Change;  Spousal Consent.  A Participant
             shall  designate his or her  Beneficiary  by completing and signing
             the  Beneficiary  Designation  Form,  and  returning it to the Plan
             Administrator or its designated agent. A Participant shall have the
             right to change a Beneficiary by completing,  signing and otherwise
             complying with the terms of the  Beneficiary  Designation  Form and
             the Plan  Administrator's  rules and procedures,  as in effect from
             time to time.  If the  Participant  names someone other than his or
             her  spouse  as a  Beneficiary,  a  spousal  consent,  in the  form
             designated  by the  Plan  Administrator,  must  be  signed  by that
             Participant's  spouse and returned to the Plan Administrator.  Upon
             the  acceptance  by the  Plan  Administrator  of a new  Beneficiary
             Designation  Form  filed  by  the   Participant,   all  Beneficiary
             designations   previously   filed  by  the  Participant   shall  be
             cancelled.  The Plan Administrator shall be entitled to rely on the
             last  Beneficiary  Designation  Form filed by the  Participant  and
             accepted  by the  Plan  Administrator  prior  to the  Participant's
             death.

9.3          Acknowledgment.  No  designation  or  change  in  designation  of a
             Beneficiary  shall  be  effective  until  received,   accepted  and
             acknowledged in writing by the Plan Administrator or its designated
             agent.

9.4          No Beneficiary  Designation.  If a Participant fails to designate a
             Beneficiary  as provided in Sections  9.1, 9.2 and 9.3 above or, if
             all  designated  Beneficiaries  predecease  the  Participant or die
             prior to complete distribution of the Participant's  benefits, then
             the  Participant's  spouse  and  children  shall be the  designated
             Beneficiary.

9.5          Doubt as to Beneficiary. If the Plan Administrator has any doubt as
             to the proper  Beneficiary  to receive  payments  pursuant  to this
             Plan, the Plan Administrator  shall have the right,  exercisable in
             its  discretion,  to cause the  Participant's  Employer to withhold
             such   payments   until  this   matter  is  resolved  to  the  Plan
             Administrator's satisfaction.

9.6          Discharge of Obligations. The payment of benefits under the Plan to
             a Beneficiary  shall fully and  completely  discharge all Employers
             and the Plan Administrator from all further  obligations under this
             Plan with respect to the Participant,  and that  Participant's Plan
             Agreement shall terminate upon such full payment of benefits.

                                                     ARTICLE 10

                                                        Trust

10.1         Establishment  of the Trust. The Company shall have established and
             shall maintain the Trust.  The Employers shall transfer over to the
             Trust such assets,  if any, as the  Employers  determine,  in their
             sole discretion.

10.2         Interrelationship  of the Plan and the Trust. The provisions of the
             Plan  and  the  Plan  Agreement   shall  govern  the  rights  of  a
             Participant  to receive  distributions  pursuant  to the Plan.  The
             provisions  of the Trust shall govern the rights of the  Employers,
             Participants  and the  creditors  of the  Employers  to the  assets
             transferred  to the Trust.  Each Employer shall at all times remain
             liable to carry out its obligations under the Plan. Each Employer's
             obligations  under  the Plan may be  satisfied  with  Trust  assets
             distributed  pursuant  to the  terms  of the  Trust,  and any  such
             distribution  shall reduce the  Employer's  obligations  under this
             Agreement.

                                                     ARTICLE 11

                                                    Miscellaneous

11.1         Unsecured  General Creditor.  Participants and their  Beneficiaries
             successors  and assigns  shall have no legal or  equitable  rights,
             interests or claims in any  property or assets of an Employer.  Any
             and all of an Employer's assets shall be, and remain,  the general,
             unpledged,  unrestricted  assets  of the  Employer.  An  Employer's
             obligation  under the Plan shall be merely that of an unfunded  and
             unsecured promise to pay money in the future.

11.2         Employer's  Liability.  An Employer's  liability for the payment of
             benefits shall be defined only by the Plan and the Plan  Agreement,
             as entered into between the Employer and a Participant. An Employer
             shall have no obligation to a Participant  under the Plan except as
             expressly provided in the Plan and his or her Plan Agreement.

11.3         Nonassignability.  Neither a Participant nor any other person shall
             have  any  right  to  commute,  sell,  assign,  transfer,   pledge,
             anticipate,  mortgage or otherwise encumber, transfer,  hypothecate
             or convey  in  advance  of actual  receipt,  the  amounts,  if any,
             payable hereunder,  or any part thereof,  which are, and all rights
             to  which  are,   expressly   declared  to  be,   unassignable  and
             non-transferable.  No part of the amounts  payable shall,  prior to
             actual  payment,  be subject to  seizure or  sequestration  for the
             payment of any debts,  judgments,  alimony or separate  maintenance
             owed by a Participant or any other person,  nor be  transferable by
             operation  of law in the  event  of a  Participant's  or any  other
             person's bankruptcy or insolvency.

11.4         Not a Contract of Employment. The terms and conditions of this Plan
             shall not be deemed to constitute a contract of employment  between
             any  Employer  and  the  Participant.  Such  employment  is  hereby
             acknowledged to be an "at will" employment relationship that can be
             terminated  at any  time for any  reason,  with or  without  cause,
             unless  otherwise   expressly  provided  in  a  written  employment
             agreement.  Nothing  in  this  Plan  shall  be  deemed  to  give  a
             Participant the right to be retained in the service of any Employer
             or to  interfere  with the right of any Employer to  discipline  or
             discharge the Participant at any time.

11.5         Furnishing  Information.  A Participant  or his or her  Beneficiary
             will  cooperate with the Plan  Administrator  by furnishing any and
             all information  requested by the Plan  Administrator and take such
             other  actions  as may be  requested  in  order to  facilitate  the
             administration of the Plan and the payments of benefits  hereunder,
             including but not limited to taking such physical  examinations  as
             the Plan Administrator may deem necessary.

11.6         Terms.  Whenever any words are used herein in the  masculine,  they
             shall be construed as though they were in the feminine in all cases
             where they would so apply;  and  wherever any words are used herein
             in the singular or in the plural, they shall be construed as though
             they were used in the plural or the  singular,  as the case may be,
             in all cases where they would so apply.

11.7         Captions. The captions of the articles,  sections and paragraphs of
             this Plan are for convenience  only and shall not control or affect
             the meaning or construction of any of its provisions.

11.8         Governing  Law.  Subject to ERISA,  the  provisions  of this Plan
             shall be  construed  and  interpreted  according  to the
             internal laws of the State of Nevada without regard to its
             conflict of laws principles.

11.9         Validity.  In case any  provision  of this Plan shall be illegal or
             invalid for any reason,  said  illegality or  invalidity  shall not
             affect the remaining parts hereof, but this Plan shall be construed
             and  enforced as if such  illegal and invalid  provision  had never
             been inserted herein.

11.10        Notice.  Any notice or filing  required or permitted to be given to
             the Plan  Administrator  under this Plan shall be  sufficient if in
             writing and  hand-delivered,  or sent by  registered  or  certified
             mail, to the address below:

                              Sierra Health Services, Inc.
                              2724 North Tenaya Way
                              Las Vegas, Nevada 89128
                              Attn.: Office of General Counsel

             Such notice shall be deemed given as of the date of delivery or, if
             delivery is made by mail,  as of the date shown on the  postmark on
             the receipt for registration or certification.

             Any  notice  or  filing  required  or  permitted  to be  given to a
             Participant  under this Plan shall be  sufficient if in writing and
             hand-delivered,  or sent by mail,  to the last known address of the
             Participant.

11.11        Successors. The provisions of this Plan shall bind and inure to the
             benefit  of the  Participant's  Employer  and  its  successors  and
             assigns and the Participant and the Participant's Beneficiary(ies).

11.12        Spouse's  Interest.  The  interest in the  benefits  hereunder of a
             spouse of a Participant who has  predeceased the Participant  shall
             automatically pass to the Participant and shall not be transferable
             by such  spouse in any  manner,  including  but not limited to such
             spouse's  will,  nor shall  such  interest  pass  under the laws of
             intestate succession.

11.13        Incompetent. If the Plan Administrator determines in its discretion
             that a benefit  under this Plan is to be paid to a minor,  a person
             declared  incompetent  or to a person  incapable  of  handling  the
             disposition of that person's  property,  the Plan Administrator may
             direct   payment   of  such   benefit   to  the   guardian,   legal
             representative or person having the care and custody of such minor,
             incompetent or incapable person. The Plan Administrator may require
             proof of minority, incompetency,  incapacity or guardianship, as it
             may deem  appropriate  prior to  distribution  of the benefit.  Any
             payment  of a benefit  shall be a payment  for the  account  of the
             Participant and the Participant's Beneficiary,  as the case may be,
             and shall be a complete  discharge of any liability  under the Plan
             for such payment amount.

11.14        Court Order.  The Plan  Administrator  is authorized  to make any
             payments  directed by court order in any action in which
             the Plan or Plan Administrator has been named as a party.

11.15        Distribution in the Event of Taxation.  If, for any reason,  all or
             any  portion of a  Participant's  benefit  under this Plan  becomes
             taxable to the  Participant  prior to receipt,  a  Participant  may
             petition the Plan  Administrator for a distribution of that portion
             of his or her benefit  that has become  taxable.  Upon the grant of
             such a petition,  which grant shall not be unreasonably withheld, a
             Participant's   Employer  shall   distribute  to  the   Participant
             immediately  available  funds in an  amount  equal  to the  taxable
             portion  of his or her  benefit  (which  amount  shall not exceed a
             Participant's  unpaid  Account  Balance  under  the  Plan).  If the
             petition is granted,  the tax liability  distribution shall be made
             within  90 days of the date  when  the  Participant's  petition  is
             granted.  Such a distribution  shall affect and reduce the benefits
             to be paid under this Plan.


<PAGE>


             IN WITNESS WHEREOF, Sierra Health Services, Inc. has signed this
Plan document on ______________, 2001.


                              SIERRA HEALTH SERVICES, INC.
                              a Nevada corporation

                     By: __________________________________

                     Title: _______________________________