Exhibit 10.6



MANAGEMENT INCENTIVE COMPENSATION PLAN
FY 2005

You have been selected to participate
in the Sierra Health Services, Inc. (hereafter referred to as "the
Company") Management Incentive Compensation Plan. The Management Incentive
Compensation Plan is intended to reward key employee performance for assisting
the Company in achieving financial success and maximizing shareholder value.
Your participation in the Plan is subject to the Terms and Conditions, contained
herein, and being employed in an eligible position as determined annually by the
Company. The Plan is designed to reward Participants for meeting specific
individual and Company objectives, and for assisting the Company in achieving
specific financial objectives.

TARGET PAYOUT:Participants will be eligible for an incentive payout
expressed as a percent of base annual salary. If 100% of all objectives are
achieved, Participants will be eligible for the following awards as a percent of
the Participant's base annual salary:

|Corporate Staff          |           | Subsidiary/Division Staff
|------------------------ | --------- | -------------------------
|CEO/Chief of Staff       | 100%      |                          
|Vice President           | 50% - 90% |                          
|Assistant Vice President | 35% - 40% |                          
|Director                 | 25% - 35% |                          

PLAN DESIGN

|*Corporate Staff                     |      | MHD
|------------------------------------ | ---- | ---
|                                     |      |    
|SHS Financial Performance            | 65%  |    
|Corp Personnel Financial Performance | 20%  |    
|Quality Objectives                   | 10%  |    
|Turnover Objectives                  | 5%   |    
|Total                                | 100% |    



*See page 3 for former W/C employee bonus Calculations.



CEO'S CHALLENGE

This year, the President of the MHD Division and the Corporate staff will
have a special objective added to the Management Incentive Compensation Plan.
The successful achievement of this challenge objective will result in that
subsidiary or division becoming eligible for an extra 10% payment pool
for selected Participants after all other calculations have been
finalized.

INDIVIDUAL PERFORMANCE/CONTRIBUTION

The Individual Performance Objective/Contribution will be a multiplier times
the sum of the above criteria. The total of the above criteria will be
multiplied by 0% to a maximum of 125%.



|Example: Director at $100,000 salary, eligible for 25%
      Incentive
|----------------------------------------------------------------------
|SHS Performance                                                       
|Subsidiary Performance                                                
|Quality Objective                                                     
|Turnover Objective                                                    
|                                                                      
|Individual Performance/Contribution                                   
|                                                                      
|                                                                      



There will be a required distribution of individual performance/contribution
results in FY 2005. No greater than the following percentages of the Corporate
group's or Division's Participant's ratings for individual objectives may be
achieved:



|Rating                                                                                                                                                                                                                 | Maximum Percent                  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|115% -125%                                                                                                                                                                                                             | 10% of eligible Participants     
|105% -114%                                                                                                                                                                                                             | 20% of eligible Participants     
|95% -104%                                                                                                                                                                                                              | 40% of eligible Participants     
|85% - 94%                                                                                                                                                                                                              | 20% of eligible Participants     
|75% - 84%                                                                                                                                                                                                              | 7%-10% of eligible Participants  
|50% - 74%                                                                                                                                                                                                              | Up to 3% of eligible Participants
|< 50% will be considered unsatisfactory performance such that
        Participants may be ineligible for a MIP Incentive as determined in its
        sole discretion, by the Incentive Plan Compensation
  Committee.

Notes:

- The bonus of certain employees who were previously employed with the
  Workers Compensation Division will be subject to such additional performance
  or financial factors as determined by the Chief Executive Officer of Sierra
  Health Services and/or the Incentive Plan Compensation Committee. The quality
  objectives for these individuals are that there will be no material breach of
  contractual obligations by Sierra either due to Sierra's actions or inaction
  on the part of Sierra with respect to the contract with Folksamerica (5%) or
  GAB Robins (5%).

- Subsidiary Financial Performance is defined as Operating Income, before
  management fees and including eligible bonus expense, expressed as a percent
  of targeted Operating Income. Subsidiaries' financial Cash Flow will be
  expressed as a percent of Target Cash Flow. The Company's financial objective
  is actual consolidated Net Income compared to Net Income target. Corporate
  personnel will be measured on both NIAT vs. Plan and Corporate Expenses vs.
  Plan. All figures are expressed as actual results divided by planned financial
  results, expressed as a percent. The Company's Chief Financial Officer will
  determine the interpretation of Operating Income, Taxes, Depreciation Expense,
  and Cash Flow. Disputes regarding Plan definitions will be resolved as
  determined by the Incentive Plan Compensation Committee in their sole
  discretion.

- No payments will be made under the Plan to the extent that such payments
  would place the Company in violation of any laws, regulations or bank
  covenants under its credit facility.

POOL THRESHOLD & SIZE

An incentive pool will be established and used as the basis for payouts under
the Plan based upon the degree to which SHS achieves specific financial
objectives. The following charts summarize the 'Company' and 'Subsidiary or
Division' payout levels when the specified level of financial performance has
been achieved. If a Division or subsidiary achieves Plan, but the Company
fails to achieve the minimum Threshold, the region or subsidiary's financial
payout will be placed at 25% of the level for which the region or
subsidiary would have been eligible. The Company's Chief Executive Officer
has the discretion to review and alter the threshold based on specific business
circumstances and conditions. For the SHS Company and individual
Subsidiary/Division payout schedules, refer to the appropriate financial
matrices.

COMPANY/SUBSIDIARY ACHIEVEMENT

Financial thresholds, targets and high achievement levels (achievement over
100%) for payouts will be determined for the Corporation, and
divisions/subsidiaries based upon annual financial results as determined by the
Incentive Plan Compensation Committee and the Chairman & CEO. Payouts in the
Matrices are based on the achievement of sample financial results. Actual Plan
payments will be interpolated for actual results.

COMPANY OBJECTIVES

The Chairman & CEO and the Chief of Staff will establish Company-wide
objectives and the appropriate weight that each Participant is
responsible for assisting the Company to achieve. Categories may include, but
are not limited to: quality of care, quality of service, turnover rates,
growth objectives, expense management, specific management objectives, community
or public relations, or specific individual competency development
objectives.

Accomplishment of Operating Segment Objectives

Accomplishment of Operating Segment (MHD) objectives may range from 0% to
100% of the Participant's target. Payouts for Company objectives will be
uniform in size for each Operating Segment objective. This means that all
Participants of a particular Operating Segment are eligible for the same
percentage payout based upon the accomplishment of each of their objectives. The
Incentive Plan Compensation Committee, in its sole discretion, will determine
the extent to which the Operating Segment objectives have been achieved.

The FY 2005 Targeted Operating Segment Objectives are:

1. Quality of Service & Quality of Care
2. Employee Turnover
3. The Plan shall be known as "The FY 2005 Sierra Health Services Inc.
    (hereafter known as the "Company") Management Incentive Compensation Plan".
4. Plan Year will be January 1, 2005 - December 31, 2005.
5. Participants are defined as active eligible employees as defined by the
    Compensation Committee, Sierra Health Services, Inc. The Incentive Plan
    Compensation Committeeis comprised of the Chief of Staff, SHS, the Vice
    President of Human Resources, the Senior Vice President Legal and
    Administration for Sierra Health Services, the Chief Financial Officer for
    Sierra Health Services and the President of the Managed Healthcare Division.

    
    The participant must be employed at Sierra Health Services or one of
      its Subsidiaries.If the employee is no longer employed by or has given notice of intent
      to terminate from Sierra Health Services on the date of the Payout,
      he/she will be ineligible for a bonus payout unless otherwise recommended
      by the Incentive Plan Compensation Committee.Participants who are not in an eligible position for the full plan
      year may receive a prorated bonus, at the Incentive Plan Compensation
      committee's discretion, if all other eligibility and performance
      requirements are otherwise satisfied.The participant's performance appraisal rating for the plan year must
      be at least a "Successful" to be eligible for a payout under the
    Plan.
6. The participant must be employed at Sierra Health Services or one of
      its Subsidiaries.
7. If the employee is no longer employed by or has given notice of intent
      to terminate from Sierra Health Services on the date of the Payout,
      he/she will be ineligible for a bonus payout unless otherwise recommended
      by the Incentive Plan Compensation Committee.
8. Participants who are not in an eligible position for the full plan
      year may receive a prorated bonus, at the Incentive Plan Compensation
      committee's discretion, if all other eligibility and performance
      requirements are otherwise satisfied.
9. The participant's performance appraisal rating for the plan year must
      be at least a "Successful" to be eligible for a payout under the
    Plan.
10. Payment under this plan, if any, shall be based on the employee's
    accomplishment of the specified objectives, subject to the approval of the
    Incentive Plan Compensation Committee and the Compensation Committee of the
    Sierra Health Services' Board of Directors. Accomplishment of individual
    objectives shall fall within the attached bonus range and may exceed or may
    be less than 100% of target and shall be determined by Incentive Plan
    Compensation Committee. The Incentive Plan Compensation Committee reserves
    the right to offer Sierra Health Services stock options or other equity to
    Participants up to 50% of value of their incentive payment.
11. All payouts under this Plan, including those for 16(b) employees, are
    subject to prior approval by the Compensation Committee of the Company's
    Board of Directors.
12. Participant's rights under the Plan may not be assigned or transferred
    in any way.
13. The Management Incentive Compensation Plan may be amended, modified,
    suspended or terminated by the Company at any time without prior consent by
    or notice to employees. The Company at its sole discretion without prior
    consent or notice may change objectives at any time for eligible
    participants.
14. The Plan shall be unfunded. The Company shall not be required to
    establish any special or separate fund or to make any other segregation of
    assets to assure the payment of the amounts under the Plan. Rights to the
    payment of amounts under the Plan shall be no greater than the rights of the
    Company's general creditors.
15. Nevada State law governs the validity, construction, interpretation,
    administration and effect of the Plan, and the substantive laws, except for
    the choice of law, and rules of the State of Nevada shall govern rights
    relating to the Plan. If any part of this Plan is ruled to be invalid by any
    judicial body, the remainder of the document shall continue to be in force.
16. All applicable employment, benefit and tax deductions will be withheld
    from the incentive payout.



PLAN DOCUMENT FORTHE 2005 MANAGEMENT INCENTIVE COMPENSATION
  PLANTERMS & CONDITIONS - CONTINUED

1. Participant - A Participant in the Plan is an employee of Sierra
    Health Services Inc., or its subsidiaries who has been: (a) selected by the
    Company to participate for the Plan Year; (b) who executes this agreement to
    participate in the Plan for the Plan Year; and (c) who is employed by the
    Company on the date of the payout. No employee of the Company has the right
    or is guaranteed the right to participate in the Plan by virtue of being an
    employee of the Company or fulfilling any specific position with the
    Company. Selection for participation in the Plan is solely within the
    discretion of the Company. Sierra Health Services, Inc. may offer
    participation in the Plan to additional employees or terminate the
    participation of any Participant in the Plan any time during the Plan Year.
2. Transfer/Promotion within the Business Unit Organization - Plan
    Participants who are transferred or promoted during the Plan Year to another
    job within Sierra Health Services, Inc. or its subsidiaries, not covered by
    the Plan will receive, subject to approvals, a prorated payment following
    year-end based on their achievement of specified objectives during eligible
    month(s) as determined by Company. Similarly, an employee who becomes an
    eligible Participant in the Plan Year, with at least 3 months service as
    an eligible Participant, may receive, subject to approvals, a prorated
    payment following year-end based on their achievement of specified
    objectives during eligible month(s) as determined by Company in its sole
    discretion.
3. Termination of Employment - Participants, who terminate their
    employment voluntarily or involuntarily from the Company or who have given
    notice of intent to terminate from the Company during the Plan Year and
    until the Plan date of payout, will not be eligible for any bonus payment
    under the Plan. Any exceptions will be determined on an individual basis at
    the sole discretion of the Incentive Plan Compensation Committee.
4. Retirement/Death/Disability - Termination of employment during
    the Plan Year and until the Plan date of payout as a result of retirement,
    death, or disability may constitute eligibility for a prorated payment as
    determined by the Company in their sole discretion.



PLAN DOCUMENT FORTHE 2005 MANAGEMENT INCENTIVE COMPENSATION
  PLANTERMS & CONDITIONS - CONTINUED

1. Windfalls/Business Losses - Revenues classified as "windfalls" or
    business losses or charges against net income may or may not be excluded in
    whole or in part from the calculation of revenue or profit objectives at the
    sole discretion of the Chief Executive Officer. Similarly, significant
    declines in revenue volume will be reviewed prior to any bonus award.
    Examples of such circumstances include, but are not limited to: excluding
    acquisition-related and FY 2005 charges and non operating unusual charges,
    windfalls or business losses resulting from any acquisition or disposition
    by the corporation as determined by the Compensation Committee of Sierra
    Health Services Board of Directors or the absence of cash flow through the
    majority of the fiscal year and the subsequent receipt of a large cash
    receivable in the last quarter of the fiscal year when evaluating the
    achievement of cash flow objectives.
2. Company Rights - Notice of participation in the Plan shall not
    impair or limit the Company's right to transfer, promote, or demote plan
    participants to other jobs or to terminate their employment. Nor shall the
    Plan create either claim or right to receive any payment under the Plan or
    any right to be retained in the employment of the Company or its affiliates.
3. Non-Continuation - The Plan is established for the current fiscal
    year. There shall be no obligation on the part of the Company to continue
    the Plan in the same or a modified form for any future years.
4. Resolution of Disputes - In the event that a Participant has a
    dispute concerning the administration of this Plan, it should first be
    submitted in writing to the Vice President, Human Resources. In the event
    that the Vice President does not provide a response satisfactory to the
    participant with fifteen (15) days, the Participant may submit the dispute
    in writing, within five (5) working days thereafter, to the Incentive Plan
    Compensation Committee - Sierra Health Services, Inc., whose decision
    regarding the dispute shall be final and binding on each Participant or
    person making a claim under the Plan.
5. Effect on Previous Plans- The Plan is effective January 1,
    2005, and supersedes and replaces all previous management bonus plans.
    All such previous Plans, unless earlier terminated, are terminated effective
    at midnight, December 31, 2004. If not renewed by the Company or its
    designated representative(s), the Plan will automatically terminate on
    December 31 of each year. Any changes in the Plan will constitute a new Plan
    for the next Plan year.
6. Achievement Beyond Payout Grids- Sierra Health Services reserves
    the right to increase the level of individual payouts up to 3 Times the
    100% payout level, based upon improved profitability and or other
    performance measures as determined by the Incentive Compensation
    Committee.