Exhibit 10.6-21

	SIERRA HEALTH SERVICES, INC.1995 NON-EMPLOYEE DIRECTORS' STOCK PLANNON-QUALIFIED STOCK OPTION AGREEMENT

 

          AGREEMENT made as of the _______**dayof___________, 200__**, by and between Sierra Health Services, Inc. (the"Company"), and __________(the "Optionee").

	**WITNESSETH:**                   1. Grant of Option.   Pursuant tothe provisions of the Sierra Health Services, Inc. 1995 Non-Employee Directors'Stock Plan as Amended and Restated through April 8, 2003 (the "Plan"), theCompany hereby confirms the grant to the Optionee, subject to the terms andconditions of the Plan (as it presently exists and as it may hereafter beamended) and this Non-Qualified Stock Option Agreement (the "Agreement"), of theright and option to purchase from the Company all or any part of an aggregate of______________ shares of the Stock of the Company (the "Shares") at the exerciseprice of **$_______** per Share (the "Option"), such Option to be exercisableas hereinafter provided.  This Option is not intended to be, and will not betreated as, an incentive stock option within the meaning of section 422 of theInternal Revenue Code of 1986, as amended.  The number of shares with respect towhich this Option is exercisable, and the exercise price with respect to eachShare, are each subject to adjustment under certain circumstances, as more fullyset forth in the Plan and Section 6.
**                   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).  All of the terms, conditions, and other provisions of the Plan arehereby incorporated by reference into this Agreement.  Capitalized terms used inthis Agreement but not defined herein shall have the same meanings as in thePlan.  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.  TheOption, to the extent that it has not theretofore been exercised, shall expireat the earliest of (i) 11:59 p.m. (Las Vegas, NV time) the day prior to thetenth anniversary of the date hereof, (ii) one year after the Optionee ceases toserve as a director of the Company due to death, or disability or Retirement, or(iii) six months after the Optionee ceases to serve as a director of the Companyfor any other reason; provided, however, that, if the Optionee dies during theone year after ceasing to serve as a director due to disability or Retirement orduring the six months after ceasing to serve as a director for reasons otherthan disability, the expiration shall be delayed until the earlier of one yearafter the Optionee's death or ten years after the date of grant of theOption.

		
**                   4. Option Exercise Limitations.  TheOption may not be exercised except to the extent it has become and remainsexercisable in accordance with the Plan and this Section 4.  The Option willbecome cumulatively exercisable as to ____% of the shares of Stock subject tosuch Option on each anniversary of the date of grant; provided, however,that the Option will become immediately exercisable in full at (i) the time theOptionee ceases to serve as a director of the Company due to death ordisability, or (ii) at the date six months prior to the expiration of  theOptionee's term of office as a director during which term the Optionee reachesthe maximum age permitted for election as a director under Section 3.02 of theAmended and Restated Bylaws or (iii), if the Option was granted more than sixmonths prior to a Change of Control, upon such Change of Control; andprovided further, that, unless otherwise determined by the Board ofDirectors, the Option may be exercised after Optionee ceases to serve as adirector of the Company for any reason other than death or disability only tothe extent that the Option was exercisable at the date Optionee ceased to be adirector.
**                   5. Option Exercise.  The method bywhich the Option may be exercised is set forth in Section 6(d) of the Plan.
**                   6. Adjustments. The Option shall besubject to adjustment upon the occurrence of a corporate transaction or eventaffecting Stock in accordance with Section 8 of the Plan.
**                   7. Nontransferability;Beneficiaries.  No right or interest of the Optionee in the Option shallbe pledged, encumbered, or hypothecated to or in favor of any third party orshall be subject to any lien, obligation, or liability of the Optionee to anythird party, the Option shall not be transferable to any third party by theOptionee otherwise than by will or the laws of descent and distribution, and theOption shall be exercisable, during the lifetime of the Optionee, only by theOptionee.  The foregoing notwithstanding, the Optionee will be entitled todesignate a beneficiary to exercise his rights under the Option upon the deathof the Optionee, in the manner and to the extent then permitted under thePlan.
**                   8. Miscellaneous.  (a)  BindingAgreement.  This Agreement shall be binding upon the heirs, executors,administrators, and successors of the parties.  In particular, the Optionee'sheirs, executors, administrators, and successors shall be subject to the termsand conditions of the Plan and this Agreement, and the Company may require anysuch person to execute an agreement or other documents acknowledging andagreeing to such terms and conditions as a condition precedent to any transferof the Option or any Shares purchased upon exercise of the Option into the nameof any such person.  This Agreement constitutes the entire agreement between theparties with respect to the Option and the Shares, and supersedes any prioragreements or documents with respect thereto.  
**                       (b) Amendments to Agreement.  ThisAgreement may be amended, but no amendment, alteration, suspension,discontinuation, or termination of this Agreement which may impose anyadditional obligation upon the Company or impair the rights of the Optionee withrespect to the Option shall be valid unless in each instance such amendment,alteration, suspension, discontinuation, or termination is expressed in awritten instrument duly executed in the name and on behalf of the Company and bythe Optionee.
**                       (c) No Other Rights Created.Neither this Agreement nor the Option shall be deemed to create a conditionof service as a director or a right to be continued as a director.  The Optioneeshall remain subject to termination of his status as a director to the sameextent as though this Agreement did not exist.
**                       (d) Notices.  Any noticehereunder to the Company shall be addressed to it as P.O. Box 15645, Las Vegas,Nevada 89114-5645, Attention:  General Counsel.  Any notice hereunder to theOptionee shall be addressed to him/her at the address set forth below, subjectto the right of either party to designate at any time hereafter in writing adifferent address.
**                       (e) Counterparts.  ThisAgreement has been executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameAgreement.           

	IN WITNESS WHEREOF, the Company has caused this Agreementto be 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:	**[Name]**
 

Signature:___________________________________________________

Address of Optionee:**				******************************