Exhibit 10.6-20

**SIERRA HEALTH SERVICES, INC.****1995 LONG-TERM INCENTIVE PLAN****NON-QUALIFIED STOCK OPTION AGREEMENT**
 

                  AGREEMENT made as of the        day of      , 20,      by and between Sierra Health Services, Inc. (the "Company"), and**                      ("Optionee").
	**WITNESSETH:**               1.     Grant of Option.   Pursuant to theprovisions of the Sierra Health Services, Inc. 1995 Long-Term Incentive Plan(the "Plan"), the Company hereby confirms the grant to the Optionee, subject tothe terms and conditions of the Plan (as it presently exists and as it mayhereafter be amended) and this Non-Qualified Stock Option Agreement (the"Agreement"), of the right and option to purchase from the Company all or anypart of an aggregate of () shares of the Stock of theCompany (the "Shares") at the exercise price of $ per Share (the"Option"), such Option to be exercisable as hereinafter provided.  This Optionis not intended to be, and will not be treated as, an incentive stock optionwithin the meaning of section 422 of the Internal Revenue Code of 1986, asamended.  The number of shares with respect to which this Option is exercisable,and the exercise price with respect to each Share, are each subject toadjustment under certain circumstances, as more fully set forth in the Plan andSection 7.

**               2.** **   ****Incorporation of Plan byReference.**  The Option has been granted to the Optionee under the Plan,a copy of which is attached hereto as Attachment A.  The Optionee herebyacknowledges receipt of the attached copy of the Plan and agrees to be bound byall the terms and provisions thereof (as presently in effect or hereafteramended), and by all decisions and determinations of the Committee thereunder.All of the terms, conditions, and other provisions of the Plan are herebyincorporated by reference into this Agreement.  Capitalized terms used in thisAgreement but not defined herein shall have the same meanings as in the Plan.If there is any conflict between the provisions of this Agreement and theprovisions of the Plan, the provisions of the Plan shall govern.
**               3.     Expiration of Option.  The Option, to theextent that it has not theretofore been exercised, shall expire at 11:59 p.m.(Las Vegas, NV time) the day prior to the _____anniversary of the date hereof,or earlier at such time as the Option shall have terminated under the secondparagraph of Section 4 or been forfeited under Section 5.
**               4.     Option Exercise Limitations.  Unless theOption has previously expired, the Option will become exercisable as to ______percent of the total Shares subject thereto on ________________and thereafter,at each successive anniversary date of the date of grant of the Option (throughthe ____ such anniversary date), the Option shall become exercisable as to anadditional _______percent of the total Shares subject thereto, except asotherwise provided in this Section 4.  All Option exercise privileges shall becumulative, so that any part of the Option that has become exercisable but thathas not been exercised shall remain exercisable until expiration of the Optionregardless of the additional exercise privileges becoming available during suchexercise period.  The foregoing notwithstanding, the Option shall becomeexercisable in full in the event of a Change in Control prior to the expirationof the Option, in accordance with Section 8 of the Plan, and the Committee may,in its discretion, accelerate the exercisability of the Option.  The Option maybe exercised only to purchase whole shares; no fractional shares will be issuedupon exercise of the Option. 

               All options granted hereunder shall terminate and may nolonger be exercised upon the Optionee's Termination of Employment (as definedherein), except that (i) if Termination of Employment is involuntary on the partof the Optionee for any reason other than death, disability, or for Cause (asdefined herein), the Option shall terminate on, and may no longer be exercisedafter, the 90th day following such Termination of Employment (or the earlierexpiration of the Option under Section 3), and during such 90-day periodfollowing Termination of Employment the Option may be exercised only to theextent it was exercisable immediately prior to such Termination of Employment;and (ii) if Termination of Employment is due to the death or disability of theOptionee, the Option shall terminate on and may no longer be exercised after thefirst anniversary of such Termination of Employment (or the earlier expirationof the Option under Section 3), and during such one-year period followingTermination of Employment the Option may be exercised only to the extent it wasexercisable immediately prior to such Termination of Employment.  For purposeshereof, "Termination of Employment" shall mean a termination of Optionee'semployment by or service to the Company or any subsidiary or affiliate of theCompany if, immediately thereafter, the Optionee is not an employee or directorof or consultant to the Company or any subsidiary of the Company and is not anemployee of or independent contractor for any other entity in which capacityOptionee provides substantial services to the Company or any subsidiary oraffiliate of the Company. 

               For purposes hereof, "Cause" shall mean dishonesty, anyillegal or disreputable conduct which impairs the reputation, goodwill orbusiness of the Company or any subsidiary, or any conduct which involves themisappropriation of funds of the Company or any subsidiary.  A termination forCause will include any resignation in anticipation of termination for Cause oraccepted by the Company or any subsidiary in lieu of a formal termination forCause.
**               5. **   ****Optionee Obligations**.
**                       (a)**Forfeiture of Options and Gains RealizedUpon Prior Option Exercises.  Optionee hereby agrees that, if one of theevents specified in Section 5(b)(i), (ii), (iii) or (iv) occurs, all of thefollowing forfeitures will result:
(i) That unexercised portion of the Option, whether or notvested, will be immediately forfeited and cancelled at thelater of Optionee'stermination of employment or the occurrence of such event; and
(ii)	Optionee will be obligated to repay to the Company,at the later of Optionee's termination of employment or the occurrence of suchevent, within five business days after demand is made therefor by the Company, aportion of the shares acquired upon any exercise of the Option that occurredsince the date six months prior to the date of Optionee's termination ofemployment with the Company or a subsidiary (the "Forfeiture Period.")  Thenumber of shares to be repaid hereunder shall equal the total amount of After-TaxOption Gain (as defined herein) realized by Optionee upon each exercise ofthe Option that occurred during the Forfeiture Period divided by the Fair MarketValue of one share of Company Common Stock on the date of exercise.  Forpurposes of this Section, the term "After-Tax Option Gain" in respect of a givenexercise shall mean the product of (X) the Fair Market Value per share at thedate of such exercise (without regard to any subsequent change in the marketprice of shares) minus the exercise price times (Y) the number of shares as towhich the Option was exercised at that date, such product to be reduced by theamount of federal, state, and local income taxes (not including FICA taxes)actually paid by Optionee or payable as a result of such exercise.  If Optioneehas disposed of Option shares during the Forfeiture Period, his or herobligation to repay shares upon such forfeiture will continue (payment of cashor other property is not permitted), so that Optionee will be required toacquire replacement shares and deliver them to the Company in settlement ofOptionee's forfeiture obligation without regard to any subsequent market priceincrease or decrease from the date of exercise.  If Optionee fails to promptlydeliver forfeited shares and if, apart from this Agreement, the Company isobligated to pay any cash amount to Optionee, the Company, as a setoff, may usesuch cash to purchase shares in the open market on Optionee's behalf, whichshares will be retained by the Company in settlement of Optionee's forfeitureobligation hereunder.
**                       (b) Events Triggering Forfeiture.  Theforfeitures specified in Section 5(a) will be triggered upon the occurrence ofany one of the following events at any time during Optionee's employment by theCompany or a subsidiary or during the one-year period following termination ofsuch employment (but not later than 18 months after the Option terminates or isfully exercised): 

(i)	Optionee, acting alone or with others, directly orindirectly, prior to a Change in Control, (A) engages (either as employee,employer, owner, investor, partner, stockholder, consultant, advisor, ordirector) in any business in Nevada, Arizona, California, or Texas, or in anyother state of the United States in which the Company conducts business at thedate hereof or at the time such event occurs, which is directly in competitionwith a business then conducted by the Company or a subsidiary; (B) induces anycustomer of the Company or a subsidiary with whom Optionee has had contacts orrelationships, directly or indirectly, during and within the scope of his or heremployment with the Company or any subsidiary, to curtail, cancel, not renew, ornot continue his or her or its business with the Company or any subsidiary; or(C) induces, or attempts to influence, any employee of the Company or asubsidiary to terminate employment;

(ii)	Optionee discloses, uses, sells, or otherwisetransfers, except in the course of employment with or other service to theCompany or any subsidiary, any proprietary information of the Company or anysubsidiary so long as such information has not otherwise been disclosed to thepublic or is not otherwise in the public domain, except as required by law orpursuant to legal process; or

(iii)	Optionee fails to cooperate with the Company or anysubsidiary by making himself or herself available to testify on behalf of theCompany or such subsidiary in any action, suit, or proceeding, whether civil,criminal, administrative, or investigative, or otherwise fails to assist theCompany or any subsidiary in any such action, suit, or proceeding by providinginformation and meeting and consulting with members of management of, otherrepresentatives of, or counsel to, the Company or such subsidiary, as reasonablyrequested. 

(iv)	Optionee fails to submit to binding arbitrationbefore a neutral arbitrator any and all disputes or claims covered by theArbitration Agreement executed by Optionee, which would otherwise be subject toresolution in court, arising from or relating to Employee's recruitment to oremployment with the Company, or the termination of that employment, includingclaims against any current or former agent or employee of the company, whetherthe disputes or claims arise in tort, contract, or pursuant to a statute,regulation, or ordinance now in existence or which may in the future be enactedor recognized or any other claim or dispute required to be arbitrated under theArbitration Agreement.
**                   (c) Agreement Does Not Prohibit Competition or OtherOptionee Activities.  This Agreement does not prohibit Optionee fromengaging in any activity specified in Section 5 (b)(i)-(iii), including but notlimited to competition with the Company and its subsidiaries.  Rather, the non-occurrence of events set forth in Section 5(b)(i)-(iii) is a condition toOptionee's right to realize and retain value from his or her compensatoryOption, and the only consequence if Optionee engages in an activity giving riseto any such event, which events and activities are hereby acknowledged to beharmful to the Company, are the forfeitures specified herein.  The Company andOptionee shall not be precluded by this Agreement or otherwise from enteringinto other agreements concerning the subject matter of Section 5(a) and5(b).
**                   (d) Right of Setoff.  Optionee agrees thatthe Company or any subsidiary may, to the extent permitted by applicable law,deduct from and set off against any amounts the Company or a subsidiary may oweto Optionee from time to time, including amounts owed as wages or othercompensation, fringe benefits, or other amounts owed to Optionee, such amountsas may be owed by Optionee to the Company under Section 5(a), although Optioneeshall remain liable for any part of Optionee's payment obligation under Section5(a) not satisfied through such deduction and setoff.
**                   (e) Committee Discretion.  The Committeemay, in its discretion, waive in whole or in part the Company's right toforfeiture under this Section, but no such waiver shall be effective unlessevidenced by a writing signed by a duly authorized officer of the Company.
**               6. Option Exercise.  

                   (a)**Procedure.**  The Option may beexercised in whole or in any part, and may be exercised in part from time totime, all subject to the limitations on exercise set forth in Section 4.Exercise shall be accomplished by delivery to the Company of a timely writtennotice of election to exercise, in a form reasonably acceptable to the Committeedelivered to the principal office of the Company and addressed to the attentionof the Committee. 
**                   (b) Payment of the Exercise Price.  At thetime of exercise, the exercise price of the Shares as to which this Option isexercised shall be tendered to the Company.  The exercise price of such sharesshall be paid in cash or by check, except that the Committee may, in itsdiscretion, allow such payment to be by surrender to the Company of unrestrictedshares of stock (valued at their Fair Market Value on the date of exercise) orby a combination of cash, check, and surrender of unrestricted shares.
**                   (c) Other Methods of Exercise and Payment ofExercise Price.  In addition to the method of exercise and payment setforth in Section 6(a) and (b), the Option may be exercised and payment to theCompany made in accordance with any other procedures made available from time totime by the Company's Human Resources/Benefits Department.
**               7. Adjustments. The Option shall be subjectto adjustment upon the occurrence of a corporate transaction or event affectingStock in accordance with Section 4(c) of the Plan.
**               8. Nontransferability; Beneficiaries.Except to the extent as may be otherwise permitted in accordance with Section10(b) of the Plan, no right or interest of the Optionee in the Option shall bepledged, encumbered, or hypothecated to or in favor of any third party or shallbe subject to any lien, obligation, or liability of the Optionee to any thirdparty, the Option shall not be transferable to any third party by the Optioneeotherwise than by will or the laws of descent and distribution, and the Optionshall be exercisable, during the lifetime of the Optionee, only by the Optionee.The foregoing notwithstanding, the Optionee will be entitled to designate abeneficiary to exercise his rights under the Option upon the death of theOptionee, in the manner and to the extent permitted by the Committee under rulesand regulations then in effect under the Plan.
**               9. Tax Withholding.  Whenever Shares are tobe delivered upon exercise of the Option, the Company shall be entitled torequire as a condition of delivery that the Optionee remit an amount sufficientto satisfy all federal, state, and local withholding tax requirements relatingthereto.  Subject to the approval of the Committee, the Optionee will beentitled to elect to have the Company withhold from the Shares to be deliveredupon the exercise of the Option, or to elect to deliver to the Company fromshares of the Company's Stock owned separately by the Optionee, a sufficientnumber of such Shares or shares to satisfy the Optionee's federal, state, andlocal tax obligations relating to the Option exercise (and the Company'swithholding obligations), to the extent, if any, permitted under rules andregulations adopted by the Committee and in effect at the time of the exerciseof the Option.  In such case, the Shares withheld or the shares surrendered willbe valued at such their Fair Market Value at the date of exercise, and suchamount shall be remitted to the Optionee's employer or other entity responsiblefor transmitting withholding amounts to the tax authorities.
**              10. Miscellaneous.  

                   (a) Binding Agreement.  This Agreement shall bebinding upon the heirs, executors, administrators, and successors of theparties.  In particular, the Optionee's heirs, executors, administrators andsuccessors shall be subject to the terms and conditions of the Plan and thisAgreement, and the Committee may require any such person to execute an agreementor other documents acknowledging and agreeing to such terms and conditions as acondition precedent to any transfer of the Option or any Shares purchased uponexercise of the Option into the name of any such person.  This Agreementconstitutes the entire agreement between the parties with respect to the Optionand the Shares, and supersedes any prior agreements or documents with respectthereto. 
**                   (b) Amendments to Agreement.  This Agreementmay be amended, but no amendment, alteration, suspension, discontinuation, ortermination of this Agreement which may impose any additional obligation uponthe Company or impair the rights of the Optionee with respect to the Optionshall be valid unless in each instance such amendment, alteration, suspension,discontinuation, or termination is expressed in a written instrument dulyexecuted in the name and on behalf of the Company and by the Optionee.
**                   (c) No Other Rights Created.  Neither thisAgreement nor the Option shall be deemed to create a condition of employment, aright to continued employment, or a right to continue as a director of orconsultant to the Company or any subsidiary of the Company or as an employee ofor independent contractor for any other entity in which capacity Optioneeprovides services to the Company or any subsidiary or affiliate of the Company,or any right of such entity to continue to provide services to the Company orany subsidiary or affiliate of the Company.  The Optionee shall remain subjectto termination of such employment or service to the same extent as though thisAgreement did not exist.
**                   (d) Notices.  Any notice hereunder to theCompany shall be addressed to it as P.O. Box 15645, Las Vegas, Nevada 89114-5645,Attention:  Stock Plan Committee.  Any notice hereunder to the Optioneeshall be addressed to him/her at the address set forth below, subject to theright of either party to designate at any time hereafter in writing a differentaddress.
**                   (e) Counterparts.  This Agreement has beenexecuted in two or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same Agreement.
**                   (f) Intended Accounting Treatment; Reform of Contract.  TheCompany intends that this Option shall qualify for fixed accounting under APB25, with the compensation measurement date for accounting purposes to occur atthe date of grant, unless the Committee specifically determines otherwise.Therefore, other provisions of this Agreement notwithstanding, in order topreserve this fundamental objective of the Option, if any provision of thisOption would result in "variable" accounting or a measurement date other thanthe date of grant, if the Committee was not specifically aware of suchaccounting consequence at the time such provision became effective, suchprovision shall be modified and reformed to the extent necessary to preserve theaccounting treatment of the award intended by the Committee, subject to Section9 of the Plan.

 IN WITNESS WHEREOF, the Company has caused this Agreement tobe executed by its duly authorized officer and the Optionee has executed thisAgreement as of the day and year first above written.

 **SIERRA HEALTH SERVICES, INC.**

 

By:__________________________

Date:________________________

 

Optionee:_____________________

Signature:_____________________

Address of Optionee:_________________________________

_________________________________________________

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