SIERRA HEALTH SERVICES, INC.

DEFERRED COMPENSATION PLAN

Effective May 1, 1996, as Amended
and Restated August 5, 2004

TABLE OF CONTENTS

|           |       |                                                                       | Page
|---------- | ----- | --------------------------------------------------------------------- | ----
|Purpose    |       |                                                                       | 1   
|ARTICLE 1  |       | Definitions                                                           | 1   
|ARTICLE 2  |       | Selections, Enrollment, Eligibility                                   | 6   
|           | 2.1   | Selection by Committee                                                | 6   
|           | 2.2   | Enrollment Requirements                                               | 7   
|           | 2.3   | Eligibility; Commencement of Participation                            | 7   
|           | 2.4   | Termination of Participation and/or Deferrals                         | 7   
|ARTICLE 3  |       | Deferral Commitments/Company Matching/Crediting/Taxes                 | 7   
|           | 3.1   | Minimum Deferral                                                      | 7   
|           | 3.2   | Maximum Deferral                                                      | 8   
|           | 3.3   | Election to Defer; Effect of Election Form                            | 8   
|           | 3.4   | Withholding of Annual Deferral Amounts                                | 9   
|           | 3.5   | Annual Company Matching Amount                                        | 9   
|           | 3.6   | Annual Company Restoration Amount                                     | 9   
|           | 3.7   | Vested Company Matching Account, Vested Company                       |     
|           |       | Restoration Account, and Deferral Account                             | 10  
|           | 3.8   | Crediting/Debiting of Account Balances                                | 10  
|           | 3.9   | FICA, Withholding and Other Taxes                                     | 12  
|           | 3.10  | Rollovers From Prior Deferred Compensation Plan                       | 13  
|ARTICLE 4  |       | Short-Term Payout; Unforeseeable Financial Emergencies;               |     
|           |       | Withdrawal Election                                                   | 13  
|           | 4.1   | Short-Term Payout                                                     | 13  
|           | 4.2   | Other Benefits Take Precedence Over Short-Term Payout                 | 13  
|           | 4.3   | Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies | 14  
|           | 4.4   | Withdrawal Election                                                   | 14  
|ARTICLE 5  |       | Retirement Benefit                                                    | 14  
|           | 5.1   | Retirement Benefit                                                    | 14  
|           | 5.2   | Payment of Retirement Benefit                                         | 14  
|           | 5.3   | Death Prior to Completion of Retirement Benefit                       | 15  
|ARTICLE 6  |       | Pre-Retirement Survivor Benefit                                       | 15  
|           | 6.1   | Pre-Retirement Survivor Benefit                                       | 15  
|           | 6.2   | Payment of Pre-Retirement Survivor Benefit                            | 15  
|ARTICLE 7  |       | Termination Benefit                                                   | 15  
|           | 7.1   | Termination Benefit                                                   | 15  
|           | 7.2   | Payment of Termination Benefit                                        | 15  
|ARTICLE 8  |       | Disability Waiver and Benefit                                         | 16  
|           | 8.1   | Disability Waiver                                                     | 16  
|           | 8.2   | Continued Eligibility; Disability Benefit                             | 16  
|ARTICLE 9  |       | Beneficiary Designation                                               | 17  
|           | 9.1   | Beneficiary                                                           | 17  
|           | 9.2   | Beneficiary Designation; Change; Spousal Consent                      | 17  
|           | 9.3   | Acknowledgment                                                        | 18  
|           | 9.4   | No Beneficiary Designation                                            | 18  
|           | 9.5   | Doubt as to Beneficiary                                               | 18  
|           | 9.6   | Discharge of Obligations                                              | 18  
|ARTICLE 10 |       | Leave of Absence; Consulting                                          | 18  
|           | 10.1  | Paid Leave of Absence                                                 | 18  
|           | 10.2  | Unpaid Leave of Absence                                               | 18  
|           | 10.3  | Consulting Arrangements                                               | 18  
|ARTICLE 11 |       | Termination, Amendment or Modification                                | 19  
|           | 11.1  | Termination                                                           | 19  
|           | 11.2  | Amendment                                                             | 19  
|           | 11.3  | Plan Agreement                                                        | 20  
|           | 11.4  | Effect of Payment                                                     | 20  
|ARTICLE 12 |       | Administration                                                        | 20  
|           | 12.1  | Committee Duties                                                      | 20  
|           | 12.2  | Agents                                                                | 20  
|           | 12.3  | Binding Effect of Decisions                                           | 20  
|           | 12.4  | Indemnity of Committee                                                | 21  
|           | 12.5  | Employer Information                                                  | 21  
|ARTICLE 13 |       | Other Benefits and Agreements                                         | 21  
|           | 13.1  | Coordination with Other Benefits                                      | 21  
|ARTICLE 14 |       | Claims Procedures                                                     | 21  
|           | 14.1  | Presentation of Claim                                                 | 21  
|           | 14.2  | Notification of Decision                                              | 21  
|           | 14.3  | Review of a Denied Claim                                              | 22  
|           | 14.4  | Decision on Review                                                    | 22  
|           | 14.5  | Legal Action                                                          | 22  
|ARTICLE 15 |       | Trust                                                                 | 23  
|           | 15.1  | Establishment of the Trust                                            | 23  
|           | 15.2  | Interrelationship of the Plan and the Trust                           | 23  
|           | 15.3  | Distributions From the Trust                                          | 23  
|ARTICLE 16 |       | Miscellaneous                                                         | 23  
|           | 16.1  | Unsecured General Creditor                                            | 23  
|           | 16.2  | Employer's Liability                                                  | 23  
|           | 16.3  | Nonassignability                                                      | 24  
|           | 16.4  | Not a Contract of Employment                                          | 24  
|           | 16.5  | Furnishing Information                                                | 24  
|           | 16.6  | Terms                                                                 | 24  
|           | 16.7  | Captions                                                              | 24  
|           | 16.8  | Governing Law                                                         | 24  
|           | 16.9  | Notice                                                                | 24  
|           | 16.10 | Successors                                                            | 25  
|           | 16.11 | Spouse's Interest                                                     | 25  
|           | 16.12 | Validity                                                              | 25  
|           | 16.13 | Incompetent                                                           | 25  
|           | 16.14 | Court Order                                                           | 25  
|           | 16.15 | Distribution in the Event of Taxation                                 | 26  
|           | 16.16 | Legal Fees To Enforce Rights After Change in Control                  | 27  









SIERRA HEALTH SERVICES, INC.

DEFERRED COMPENSATION PLAN

Effective May 1, 1996, as Amended
and Restated January 1, 2001



Purpose

The purpose of this Plan is to provide specified benefits to a select group
of management or highly compensated Employees who contribute materially to the
continued growth, development and future business success of the Sierra Health
Services, Inc., a Nevada corporation, and its subsidiaries (including lower-tier
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	"Account Balance" shall mean, with respect to a Participant, the sum
of (i) the Deferral Account plus (ii) the Vested Company Matching Account plus
(iii) the Vested Company Restoration Account.  This account shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant
pursuant to this Plan.

1.2	"Annual Bonus" shall mean any annual cash compensation in addition to
Base Annual Salary relating to services performed during any calendar year,
whether or not paid in such calendar year or included on the Federal Income Tax
Form W-2 for such calendar year, payable to a Participant as an Employee under
any Employer's annual bonus and incentive plans, including any such bonuses
payable to physician employees.

1.3	"Annual Company Matching Amount" for any one Plan Year shall be the
amount determined in accordance with Section 3.5.

1.4	"Annual Company Restoration Amount" for any one Plan Year shall be the
amount determined in accordance with Section 3.6.

1.5	"Annual Deferral Amount" shall mean that portion of a Participant's
Base Annual Salary and/or Annual Bonus that a Participant elects to have, and
is, deferred in accordance with Article 3, for any one Plan Year. In the event
of a Participant's Retirement, Disability (if deferrals cease in accordance with
Section 8.1), death or a Termination of Employment prior to the end of a Plan
Year, such year's Annual Deferral Amount shall be the actual amount withheld
prior to such event.

1.6	"Base Annual Salary" shall mean the annual cash compensation relating
to services performed during any calendar year, whether or not paid in such
calendar year or included on the Federal Income Tax Form W-2 for such calendar
year including bonuses (other than the Annual Bonus), commissions, severance
payments and overtime, but excluding stock option income, relocation expenses,
non-monetary awards, fringe benefits, retainers, directors fees and other fees,
pay in lieu of vacations, insurance premiums paid by an Employer, insurance
benefits paid to the Participant or his or her beneficiary, Employer
contributions to qualified or nonqualified plans and automobile and other
allowances paid to a Participant for employment services rendered (whether or
not such allowances are included in the Employee's gross income).  Base Annual
Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or non-
qualified plans and shall be calculated to include amounts not otherwise
included in the Participant's gross income under Code Sections 125, 402(e)(3),
or 402(h) pursuant to plans established by any Employer; provided however that
all such amounts will be included in compensation only to the extent that, had
there been no such plan, the amount would have been payable in cash to the
Employee.

1.7	"Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 9, that are entitled to receive
benefits under this Plan upon the death of a Participant.

1.8	"Beneficiary Designation Form" shall mean the form, established from
time to time by the Committee, that a Participant completes, signs and returns
to the Committee to designate one or more Beneficiaries.

1.9	"Board" shall mean the board of directors of the Company.

1.10	"Change in Control" shall mean a transaction or event in which, after
the effective date of the Plan, (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.

1.11	"Claimant" shall have the meaning set forth in Section 14.1.

1.12	"Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

1.13	"Committee" shall mean the committee described in Article
12.

1.14	"Company" shall mean Sierra Health Services, Inc., a Nevada
corporation.

1.15	"Company Matching Account" shall mean the sum of all of a
Participant's Annual Company Matching Amounts plus amounts credited and debited
in accordance with all the applicable crediting provisions of this Plan, less
all distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to his or her Company Matching Account.  This account
shall be a bookkeeping entry only and shall be utilized solely as a device for
the measurement and determination of the amounts to be paid to the Participant
pursuant to this Plan.

1.16	"Company Restoration Account" shall mean the sum of all of a
Participant's Annual Company Restoration Amounts plus amounts credited and
debited in accordance with all the applicable provisions of the Plan, less all
distributions made to the Participant or his or her Beneficiary pursuant to the
Plan that relate to his or her Company Restoration Account.  This account shall
be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to the Participant
pursuant to this Plan.

1.17	"Deferral Account" shall mean the sum of all of a Participant's
Annual Deferral Amounts, plus amounts credited and debited in accordance with
all the applicable provisions of the Plan, less all distributions made to the
Participant or his or her Beneficiary pursuant to the Plan that relate to his or
her Deferral Account. This account shall be a bookkeeping entry only and shall
be utilized solely as a device for the measurement and determination of the
amounts to be paid to the Participant pursuant to this Plan.

1.18	"Deduction Limitation" shall mean the following described limitation
on a benefit that may otherwise be distributable pursuant to the provisions of
this Plan.  Except as otherwise provided, this limitation shall be applied to
all distributions that are "subject to the Deduction Limitation" under this
Plan. If an Employer determines in good faith prior to a Change in Control that
there is a reasonable likelihood that any compensation paid to a Participant for
a taxable year of the Employer would not be deductible by the Employer solely by
reason of the limitation under Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution
to the Participant pursuant to this Plan prior to the Change in Control is
deductible, the Employer may defer all or any portion of a distribution under
this Plan. Any amounts deferred pursuant to this limitation shall be credited
and debited with additional amounts in accordance with Section 3.8 below, even
if such amount is being paid out in installments.  The amounts so deferred
adjusted to reflect amounts credited and debited thereon shall be distributed to
the Participant or his or her Beneficiary (in the event of the Participant's
death) at the earliest possible date, as determined by the Employer in good
faith, on which the deductibility of compensation paid or payable to the
Participant for the taxable year of the Employer during which the distribution
is made will not be limited by Section 162(m), or if earlier, the effective date
of a Change in Control.  Notwithstanding anything to the contrary in this Plan,
the Deduction Limitation shall not apply to any distributions made after a
Change in Control.

1.19	"Disability" shall mean a period of disability during which a
Participant qualifies for disability 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 disability benefits under such a plan had the Participant been a participant
in such a plan, as determined in the sole discretion of the Committee.  If the
Participant's Employer does not sponsor such a plan, or discontinues to sponsor
such a plan, Disability shall be determined by the Committee in its sole
discretion.

1.20	"Disability Benefit" shall mean the benefit set forth in Article
8.

1.21	"Election Form" shall mean the form established from time to time by
the Committee that a Participant completes, signs and returns to the Committee
to make an election under the Plan.

1.22	"Employee" shall mean a person who is an employee of any
Employer.

1.23	"Employer(s)" shall mean the Company and/or any of its subsidiaries
(now in existence or hereafter formed or acquired) that have been selected by
the Board to participate in the Plan and have adopted the Plan.

1.24	"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

1.25	"401(k) Plan" shall be that certain Sierra Health Services, Inc.
Profit Sharing/401(k) Plan & Trust, dated January 1, 1989 and adopted by the
Company.

1.26	"Monthly Installment Method" shall be an installment payment method
over the duration selected by the Participant in accordance with this Plan,
calculated as follows:  The Participant's Account Balance, as of the date of the
Participant's Retirement, death, Disability or Termination of Employment, shall
be multiplied by a fraction, the numerator of which is 1 and the denominator of
which is the number of periods over which the installment payments shall be
paid.  The result of this multiplication shall be the amount of each installment
payment for the Plan Year in which the Participant Retired, died, suffered a
Disability or experienced a Termination of Employment and this amount shall be
paid starting on the first day of the month following the Participant's
Retirement, Death, Disability or Termination of Employment and shall continue to
be paid on the first day of each month thereafter during that Plan Year.  For
each subsequent Plan Year during the installment payment period, the
Participant's Account Balance shall be determined as of January 1 of that Plan
Year, in accordance with Section 3.8, after taking into account all previous
installment payments, and such balance shall be multiplied by the fraction
described above, except that the denominator shall be the number of remaining
periods over which the installment payments are to be paid. The resulting amount
shall be the amount of each installment payment for the Plan Year, which amount
shall be paid on the first day of each month during the Plan Year.  If a
Participant has a positive Account Balance after the end of the elected
installment payment period, the remaining Account Balance shall be paid in a
lump sum on the first day of the month following the month in which the
installment period ends.  If any installment, if paid, would reduce the
Participant's Account Balance to zero or below, that installment payment shall
be reduced so that the Participant's Account Balance does not go below zero and
all future installment payments shall cease.

1.27	"Participant" shall mean any person (i) who, as an Employee, is
selected to participate in the Plan, (ii) who elects to participate in the Plan,
(iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation
Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary
Designation Form are accepted by the Committee, (v) who commences participation
in the Plan, and (vi) whose Plan Agreement has not terminated.  A spouse or
former spouse of a Participant shall not be treated as a Participant in the
Plan, even if he or she has an interest in the Participant's benefits under the
Plan under applicable law or as a result of property settlements resulting from
legal separation or divorce.

1.28	"Plan" shall mean the Company's Deferred Compensation Plan, which
shall be evidenced by this instrument and by each Plan Agreement, as they may be
amended from time to time.

1.29	"Plan Agreement" shall mean a written agreement, as may be amended
from time to time, which is entered into by and between an Employer and a
Participant.  The terms of any Plan Agreement may vary any of the terms set
forth in this Plan and such changes shall be binding on the Employer and the
Participant if the Plan Agreement is signed by the Participant and accepted by
the Employer.  The Plan Agreement executed by a Participant and accepted by the
Employer shall provide for the entire benefit to which such Participant is
entitled under the Plan; should there be more than one Plan Agreement, the Plan
Agreement bearing the latest date of acceptance by the Employer shall supersede
all previous Plan Agreements in their entirety and shall govern the agreement
between the parties.

1.30	"Plan Year" shall, for the first Plan Year, begin on May 1, 1996 and
end on December 31, 1996. For each Plan Year thereafter, the Plan Year shall
begin on January 1 of each year and continue through December 31.

1.31	"Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
Article 6.

1.32	"Retirement," "Retire(s)" or "Retired" shall mean, with respect to an
Employee, severance from employment from all Employers for any reason other than
a leave of absence, death or Disability on or after age sixty-five (65) or on or
after age fifty-five (55) with ten (10) Years of Service, subject to Section
10.3.

1.33	"Retirement Benefit" shall mean the benefit set forth in Article
5.

1.34	"Short-Term Payout" shall mean the payout set forth in Section
4.1.

1.35	"Termination Benefit" shall mean the benefit set forth in Article
7.

1.36	"Termination of Employment" shall mean the ceasing of employment with
all Employers, voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence, subject to
Section 10.3.

1.37	"Trust" shall mean the trust established pursuant to that certain
Master Trust Agreement, dated as of May 1, 1996 between the Company and the
trustee named therein, as amended from time to time.

1.38	"Unforeseeable Financial Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the Participant that
would result in severe financial hardship to the Participant resulting from (i)
a sudden and unexpected illness or accident of the Participant or a dependent of
the Participant, (ii) a loss of the Participant's property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as determined in the
sole discretion of the Committee.

1.39	"Unvested Accrued Amounts" shall mean the part of a Participant's
Company Matching Account and Company Restoration Account which is not vested
under Section 3.7.

1.40	"Vested Company Matching Account" shall have the meaning set forth in
Section 3.7.

1.41	"Vested Company Restoration Account" shall have the meaning set forth
in Section 3.7.

1.42	"Years of Service" shall mean the total number of full years in which
a Participant has been employed by one or more Employers. For purposes of this
definition, a year of employment shall be a 365 day period (or 366 day period in
the case of a leap year) that, for the first year of employment, commences on
the Employee's date of hiring and that, for any subsequent year, commences on an
anniversary of that hiring date. Any partial year of employment shall not be
counted.



ARTICLE 2 
Selection, Enrollment, Eligibility

2.1	Selection by Committee.  Participation in the Plan shall be
limited to a select group of management or highly compensated Employees of the
Employers, as determined by the Committee in its sole discretion.  From that
group, the Committee shall select, in its sole discretion, Employees to
participate in the Plan.  For this purpose, the term "highly compensated" shall
be interpreted in a manner consistent with regulations and other guidance under
the Code.

2.2	Enrollment Requirements.  As a condition to participation, each
selected Employee shall complete, execute and return to the Committee, within 30
days of selection, a Plan Agreement, an Election Form and a Beneficiary
Designation Form. In addition, the Committee shall establish from time to time
such other enrollment requirements as it determines in its sole discretion are
necessary.

2.3	Eligibility; 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 Committee, including returning all
required documents to the Committee within 30 days of selection, that Employee
shall commence participation in the Plan on the first day of the next month
which begins following the date the Employee completes all enrollment
requirements.  If an Employee fails to meet all such requirements within the
required 30 day period, that Employee shall not be eligible to participate in
the Plan until the first day of a month during the Plan Year following the
delivery to and acceptance by the Committee of the required documents.

2.4	Termination of Participation and/or Deferrals.  If the
Committee determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with Section 2.1 or
otherwise under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee
shall have the right, in its sole discretion, to (i) terminate any deferral
election the Participant has made for the Plan Year in which the Participant's
membership status changes, (ii) prevent the Participant from making future
deferral elections and/or (iii) immediately distribute the Participant's then
Account Balance, determined as if there has occurred a Termination of Employment
and terminate the Participant's participation in the Plan.  If the Committee
chooses to terminate the Participant's participation in the Plan, the Committee
may, in its sole discretion, reinstate the Participant to full Plan
participation at such time in the future as the Participant again becomes a
member of the select group described above.  The foregoing notwithstanding, if
the Participant ceases to qualify as "highly compensated" under Section 2.1, the
Committee may permit the Participant to continue participation for a reasonable
period thereafter in order to permit the Participant an opportunity to reattain
"highly compensated" status.



ARTICLE 3
Deferral Commitments/Company Matching/Crediting/Taxes

3.1	Minimum Deferral.

(a)	Minimum.  For each Plan Year, a Participant may elect to defer,
as his or her Annual Deferral Amount, a minimum of $2,000 from either his or her
Base Annual Salary or Annual Bonus.  If an election is made for less than the
stated minimum amount, or if no election is made, the amount deferred shall be
zero.

(b)	Short Plan Year.  If a Participant first becomes a Participant
after the first day of a Plan Year, or in the case of the first Plan Year of the
Plan itself, the minimum deferral shall be an amount equal to the minimum set
forth above, multiplied by a fraction, the numerator of which is the number of
complete months remaining in the Plan Year and the denominator of which is
12.

3.2	Maximum Deferral.

(a)	Maximum.  For each Plan Year, a Participant may elect to defer,
as his or her Annual Deferral Amount, Base Annual Salary and/or Annual Bonus up
to the following maximum percentages for each deferral elected:



(b)	Short Plan Year.  If a Participant first becomes a Participant
after the first day of a Plan Year, or in the case of the first Plan Year
itself, for such Plan Year only, a Participant may elect to defer, as his or her
Annual Deferral Amount, Base Annual Salary and/or Annual Bonus that accrue after
the date of entry into the Plan, a dollar amount up to an amount equal to the
limits set forth in Section 3.2(a) above multiplied by such Participant's total
amount of Base Annual Salary and/or Annual Bonus for the entire Plan Year.

3.3	Election to Defer; Effect of Election Form.

(a)	First Plan Year.  In connection with a Participant's
commencement of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Committee deems necessary or desirable under the Plan. For these elections to be
valid, the Election Form must be completed and signed by the Participant, timely
delivered to the Committee (in accordance with Section 2.3 above), and accepted
by the Committee.

(b)	Subsequent Plan Years.  For each succeeding Plan Year, an irrevocable
deferral election for that Plan Year, and such other elections as the Committee
deems necessary or desirable under the Plan, shall be made by timely delivering
to the Committee, in accordance with its rules and procedures, before the end of
the Plan Year preceding the Plan Year for which the election is made, a new
Election Form.  If no such Election Form is timely delivered for a Plan Year, no
Annual Deferral Amount shall be withheld for that Plan Year.

A Participant may amend his or her Election Form for a particular Plan
Year to increase the amount of deferral, one time during the Plan Year, only as
provided in this paragraph.  For the amended Election Form to be valid, the
amended Election Form must be completed and signed by the Participant, delivered
to the Committee, and accepted by the Committee.  The Committee has sole
discretion to accept, reject, or otherwise rule on the amended Election Form.
The deferral amount or percentage that the Participant includes on his or her
reused Election Form, shall be limited to the portion of such Participant's Base
Annual Salary not yet earned by the Participant as of the date the Participant
submits the revised Election Form to the Committee for acceptance.

3.4	Withholding of Annual Deferral Amounts.  For each Plan Year,
the Base Annual Salary portion of the Annual Deferral Amount shall be withheld
in equal amounts from each regularly scheduled Base Annual Salary payroll,
commencing at the earliest practicable payroll after participation begins.  The
Annual Bonus portion of the Annual Deferral Amount shall be withheld at the time
the Annual Bonus is or otherwise would be paid to the Participant, whether or
not this occurs during the Plan Year itself.

3.5	Annual Company Matching Amount.  With respect to Plan Years
prior to and including the 1999 Plan Year, if, and only if, a Participant
participates in the 401(k) Plan to the maximum extent possible under the limits
applicable to the Plan for the Plan Year, the Participant's Annual Company
Matching Amount for such Plan Year shall be equal to 50% of the Participant's
Annual Deferral Amount for such Plan Year, up to an amount that does not exceed
the lesser of 5% of the Participant's Base Annual Salary or 50% of the IRC
402(g)(i) limit in the effect for the Plan Year, reduced by the amount of any
Company matching contributions made to the 401(k) Plan on his or her behalf for
the plan year of the 401(k) Plan that corresponds to the Plan Year.  The Annual
Company Matching Amount shall be credited to the Participant's Company Matching
Account as of the first day of February of the Plan Year following the Plan Year
to which it relates. Notwithstanding the above, if a Participant is not employed
by an Employer as of the last day of a Plan Year other than by reason of his or
her Retirement, Disability or death, the Annual Company Matching Amount for such
Plan Year shall be zero.  In the event of Retirement, Disability or death, a
Participant shall be credited with the Annual Company Matching Amount for the
Plan Year in which he or she Retires, dies or becomes disabled.  The foregoing
notwithstanding, for any Plan Year beginning after 1999, no Annual Company
Matching Amount shall be credited to the Participant's Company Matching Account,
although prior Annual Company Matching Amounts credited to such Account shall
remain subject to the Plan.

3.6	Annual Company Restoration Amount.  The Participant's Annual
Company Restoration Amount for each Plan Year beginning on or after January 1,
1997 shall be equal to the amount of employer contributions other than matching
contributions under the 401(k) Plan which would have been made on the
Participant's behalf and allocated to the Participant's account on or after July
1, 1997 for such Plan Year but for one or more limitations imposed by the 401(k)
Plan pursuant to the Code, including but not limited to any such amounts
resulting from the application of the compensation limitations contained in Code
Section 401(a)(17) or the limitations contained in Code Section 415.  For
purposes of this Section 3.6, employer contributions under the 401(k) Plan
exclude contributions resulting from the cash or deferred arrangement under the
401(k) Plan but include contributions resulting from the reallocation of prior
employer contributions (other than matching contributions) forfeited by other
401(k) Plan participants.  The Annual Company Restoration Amount shall be
credited to the Participant's Company Restoration Account as of the date or
dates such amounts would have been allocated to the Participant's account(s)
under the 401(k) Plan if such amounts had in fact been allocated under the
401(k) Plan.  The foregoing notwithstanding the above, if a Participant is not
employed by an Employer as of the last day of a Plan Year other than by reason
of his or her Retirement, Disability or death, the Annual Company Restoration
Amount for such Plan Year shall be zero.  In the event of Retirement, Disability
or death, a Participant shall be credited with the Annual Company Restoration
Amount for the Plan Year in which he or she Retires, dies or becomes disabled.
The Participant's Annual Company Restoration Amount for each Plan Year prior to
the Plan Year beginning January 1, 1997 shall be zero.  It is understood that
the Company will discontinue employer contributions other than matching
contributions under the 401(k) Plan in Plan Years after 1999, so that no amount
will be credited as an Annual Company Restoration Amounts in respect of such
Plan Years.

3.7	Vested Company Matching Account, Vested Company Restoration Account
and Deferral Account.  With respect to all benefits under this Plan other
than the Termination Benefit, a Participant's Vested Company Matching Account
shall equal 100% of such Participant's Company Matching Account and a
Participant's Vested Company Restoration Account shall equal 100% of such
Participant's Company Restoration Account.  With respect to the Termination
Benefit, in the case of a Termination of Employment prior to July 1, 1999, the
vesting of a Participant's Company Matching Account and Company Restoration
Account shall be governed by the terms of this Plan as in effect at the time of
such Termination of Employment.  With respect to the Termination Benefit, in the
case of a Termination of Employment on or after July 1, 1999, a Participant's
Company Matching Account and Company Restoration Account shall vest on the basis
of the Participant's Years of Service at the time the Participant experiences a
Termination of Employment, in accordance with the following schedule for
balances resulting from Company Matching Amounts and Company Restoration Amounts
for the Plan Year after 1999:



The foregoing notwithstanding, after a Change in Control, a Participant's
Vested Company Matching Account shall equal 100% of such Participant's Company
Matching Account and a Participant's Vested Company Restoration Account shall
equal 100% of such Participant's Company Restoration Account.  A Participant's
Deferral Account shall always be 100% vested.

3.8	Crediting/Debiting of Account Balances.  In accordance with,
and subject to, the rules and procedures that are established from time to time
by the Committee, in its sole discretion, amounts shall be credited or debited
to a Participant's Account Balance (and to the Participant's Unvested Accrued
Amounts) in accordance with the following rules:

(a)	Election of Measurement Funds.  A Participant, in connection
with his or her initial deferral election in accordance with Section 3.3(a)
above, shall elect, on the Election Form, one or more Measurement Fund(s) (as
described in Section 3.8(c) below) to be used to determine the additional
amounts to be credited or debited to his or her Account Balance (and Unvested
Accrued Amounts) from the date on which the Participant commences participation
in the Plan and continuing thereafter, unless changed in accordance with the
next sentence.  Commencing with the January 1 or July 1 ("Investment Election
Date") that follows the Participant's commencement of participation in the Plan
and on each subsequent Investment Election Date during which the Participant
participates in the Plan, no later than the day before an Investment Election
Date, the Participant may (but is not required to) elect, by submitting an
Election Form to the Committee that is accepted by the Committee, to add or
delete one or more Measurement Fund(s) to be used to determine the amounts to be
credited or debited to his or her Account Balance (and Unvested Accrued
Amounts), or to change the portion of his or her Account Balance (and Unvested
Accrued Amounts) allocated to each previously or newly elected Measurement Fund.
If an election is made in accordance with the previous sentence, it shall apply
to the next Investment Election Date and continue thereafter, unless changed in
accordance with the previous sentence.   Notwithstanding the foregoing, the
maximum transfer that may be made from the Declared Rate Measurement Fund to
another Measurement Fund in any one Plan Year cannot exceed 20% of the maximum
balance in the Participant's account in the Declared Rate Measurement Fund in
the current Plan Year and the four prior Plan Years, provided that this
restriction shall no longer apply upon termination of the Declared Rate
Measurement Fund in accordance with Section 3.8(c).

(b)	Proportionate Allocation.  In making any election described in
Section 3.8(a) above, the Participant shall specify on the Election Form, in
whole percentage points (1%), the percentage of his or her Account Balance (and
Unvested Accrued Amounts) to be allocated to a Measurement Fund (as if the
Participant was making an investment in that Measurement Fund with that portion
of his or her Account Balance and Unvested Accrued Amounts).

(c)	Measurement Funds.  The Participant may elect one or more
measurement funds, based on certain mutual funds (the "Measurement Funds"), for
the purpose of crediting or debiting amounts to his or her Account Balance (and
Unvested Accrued Amounts).  The Committee shall select the mutual funds that are
to be used as Measurement Funds.  As necessary, the Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund at any time.  Each
such action will take effect as of the first day of the calendar quarter that
follows by thirty (30) days the day on which the Committee gives Participants
advance written notice of such change.  In addition, a Declared Rate Measurement
Fund shall be maintained until December 31, 1999, under which interest shall be
credited at a rate as specified by the Company on the November 1 of the year
prior to the Plan Year for which the amount of interest is being determined;
provided, however, that as of January 1, 2000, the Declared Rate Measurement
Fund will be terminated and all balances therein shall be transferred to such
other Measurement Funds as may have been elected by the Participant or, in the
absence of any election, to a Measurement Fund consisting of one or more
Guaranteed Interest Contracts.

(d)	Crediting or Debiting Method.  The performance of each selected
Measurement Fund (either positive or negative) will be determined by the
Committee in its sole discretion based on the performance of the Measurement
Funds themselves or, in the case of the Declared Rate Measurement Fund (prior to
its termination), based on the amount of accrued interest credited to the fund.
A Participant's Account Balance (and Unvested Accrued Amounts) shall be credited
or debited based on such performance of the Measurement Funds as determined by
the Committee in its sole discretion.  As of each Investment Election Date, the
Committee shall distribute to the Participants a statement of their respective
Account Balances (and Unvested Accrued Amounts).  Furthermore, in the event of a
Participant's termination of employment or any other event requiring a
determination of the Participant's Benefit or the value of a Participant's
Account Balance, the Account Balance shall be determined based on the
performance of the relevant Measurement Fund(s) through the last date of the pay
period during which the event occurs and shall not be further adjusted
thereafter.

(e)	No Actual Investment.  Notwithstanding any other provision of
this Plan that may be interpreted to the contrary, the Measurement Funds are to
be used for measurement purposes only, and a Participant's election of any such
Measurement Fund, the allocation to his or her Account Balance (and Unvested
Accrued Amounts) thereto, the calculation of additional amounts and the
crediting or debiting of such amounts to a Participant's Account Balance (and
Unvested Accrued Amounts) shall not be considered or construed in any manner as
an actual investment of his or her Account Balance (or Unvested Accrued Amounts)
in any such Measurement Fund.  In the event that the Company or the Trustee (as
that term is defined in the Trust), in its own discretion, decides to invest
funds in any or all of the Measurement Funds, no Participant shall have any
rights in or to such investments themselves.  Without limiting the foregoing, a
Participant's Account Balance (and Unvested Accrued Amounts) shall at all times
be a bookkeeping entry only and shall not represent any investment made on his
or her behalf by the Company or the Trust; the Participant shall at all times
remain an unsecured creditor of the Company.

3.9	FICA, Withholding and Other Taxes.  For each Plan Year in which
an Annual Deferral Amount is being withheld or an Annual Company Matching Amount
or Annual Company Restoration Amount is credited to a Participant, the
Participant's Employer(s) shall withhold from that portion of the Participant's
Base Annual Salary and/or Annual Bonus that is not being deferred, in a manner
determined by the Employer(s), the Participant's share of FICA and other
employment taxes.  If necessary, the Committee shall reduce the Annual Deferral
Amount in order to comply with this Section 3.9.  In addition, the Participant's
Employer(s) or the Trust, shall withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and other taxes
required to be withheld in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Employer(s) or the
Trust.

3.10	Rollovers From Prior Deferred Compensation Plan.  A
Participant who participated in the Company's prior nonqualified deferred
compensation plan shall have the right, under such rules and at such times as
are prescribed by the Committee, to roll over the benefit that the Participant
is entitled to receive pursuant to such prior nonqualified deferred compensation
plan so that such amount shall be held and administered pursuant to the terms of
this Plan and shall be received at the same time that benefits are received
pursuant to this Plan.



ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election

4.1	Short-Term Payout.  In connection with each election to defer
an Annual Deferral Amount, a Participant may elect to receive a future "Short-
Term Payout" from the Plan with respect to that Annual Deferral Amount.  Subject
to the Deduction Limitation, the Short-Term Payout shall be a lump sum payment
in an amount that is equal to the Annual Deferral Amount plus amounts credited
or debited in the manner provided in Section 3.8 above on that amount,
determined at the time of the Short-Term Payout becomes payable.  If the Annual
Deferral Amount is deferred in the 1999 Plan Year or an earlier Plan Year, each
Short-Term Payout elected shall be paid, subject to the Deduction Limitation,
within 60 days of the first day of the Plan Year that is at least four years
after the last day of the Plan Year in which the Annual Deferral Amount is
actually deferred, subject to the terms and conditions of this Plan.  If the
Annual Deferral Amount is deferred after the 1999 Plan Year, each Short-Term
Payout elected shall be paid, subject to the Deduction Limitation, within 60
days of the first day of the Plan Year elected by the Participant that is two or
more years after the last day of the Plan Year in which the Annual Deferral
Amount is actually deferred, subject to the terms and conditions of this Plan.
By way of example, if a Short-Term Payout is elected for amounts that are
deferred in the Plan Year commencing January 1, 1997, the Short-Term Payout
becomes payable within 60 days after January 1, 2002; if a Short-Term Payout is
elected for amounts that are deferred in the Plan Year commencing January 1,
2000, the earliest that the Participant could elect to receive such Short-Term
Payout would be 60 days after January 1, 2003 (although the Participant would be
permitted to elect a greater number of years of deferral for the Short-Term
Payout).

4.2	Other Benefits Take Precedence Over Short-Term Payout.  Should
an event occur that triggers a benefit under Articles 5, 6, 7 or  8 or Section
16.14, any Annual Deferral Amount, plus amounts credited or debited thereon,
that is subject to a Short-Term Payout election under Section 4.1 shall not be
paid in accordance with Section 4.1 but shall be paid in accordance with the
other applicable Article or Section.

4.3	Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies.  If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee to (i) suspend any
deferrals required to be made by a Participant and/or (ii) receive a partial or
full payout from the Plan.  The payout shall not exceed the lesser of the
Participant's Account Balance, calculated as if such Participant were receiving
a Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency.  If, subject to the sole discretion of the
Committee, the petition for a suspension and/or payout is approved, suspension
shall take effect upon the date of approval and any payout shall be made within
60 days of the date of approval.  The payment of any amount under this Section
4.3 shall not be subject to the Deduction Limitation.

4.4	Withdrawal Election.  A Participant may elect, at any time, to
withdraw all of his or her Account Balance, less a withdrawal penalty equal to
7% of such amount (the net amount shall be referred to as the "Withdrawal
Amount").  This election can be made at any time, before or after Retirement,
Disability, death or Termination of Employment, and whether or not the
Participant (or Beneficiary) is in the process of being paid pursuant to an
installment payment schedule.  If made before Retirement, Disability or death, a
Participant's Withdrawal Amount shall be his or her Account Balance calculated
as if there had occurred a Termination of Employment as of the day of the
election.  No partial withdrawals of the Withdrawal Amount shall be allowed.
The Participant shall make this election by giving the Committee advance written
notice of the election in a form determined from time to time by the Committee.
The Participant shall be paid the Withdrawal Amount within 60 days of his or her
election.  Once the Withdrawal Amount is paid, the Participant's participation
in the Plan shall terminate, the Participant's Unvested Accrued Amounts will be
forfeited and the Participant shall not be eligible to participate in the Plan
until the first month that begins more than one year after his or her
participation in the Plan terminated, at which time he or she will be eligible
to reenroll on terms similar to those applicable to a newly hired employee.  The
payment of this Withdrawal Amount shall not be subject to the Deduction
Limitation.



ARTICLE 5
Retirement Benefit

5.1	Retirement Benefit.  Subject to the Deduction Limitation, a
Participant who Retires shall receive, as a Retirement Benefit, his or her
Account Balance.

5.2	Payment of Retirement Benefit.  A Participant, in connection
with his or her commencement of participation in the Plan, shall elect on an
Election Form to receive the Retirement Benefit in a lump sum or pursuant to a
Monthly Installment Method of 60, 120 or 180 months.  The Participant may
annually change his or her election to an allowable alternative payout period by
submitting a new Election Form to the Committee, provided that any such Election
Form is submitted at least one year prior to the Participant's Retirement and is
accepted by the Committee in its sole discretion.  The Election Form most
recently accepted by the Committee shall govern the payout of the Retirement
Benefit.  If a Participant does not make any election with respect to the
payment of the Retirement Benefit, such benefit shall be payable in a lump sum.
The lump sum payment shall be made, or installment payments shall commence, no
later than 60 days after the date the Participant Retires, subject to Section
10.3 (which delays commencement of payment of the Retirement Benefit if the
Participant enters into a consulting arrangement with the Company following the
Participant's Retirement).  Any payment made shall be subject to the Deduction
Limitation.

5.3	Death Prior to Completion of Retirement Benefit.  If a
Participant dies after Retirement but before the Retirement Benefit is paid in
full, the Participant's unpaid Retirement Benefit payments shall continue and
shall be paid to the Participant's Beneficiary (a) over the remaining number of
months and in the same amounts as that benefit would have been paid to the
Participant had the Participant survived, or (b) in a lump sum, if requested by
the Beneficiary and allowed in the sole discretion of the Committee, that is
equal to the Participant's unpaid remaining Account Balance.



ARTICLE 6
Pre-Retirement Survivor Benefit

6.1	Pre-Retirement Survivor Benefit.  Subject to the Deduction
Limitation, the Participant's Beneficiary shall receive a Pre-Retirement
Survivor Benefit equal to the Participant's Account Balance if the Participant
dies before he or she Retires, experiences a Termination of Employment or
suffers a Disability.

6.2	Payment of Pre-Retirement Survivor Benefit.  The Pre-Retirement
Survivor Benefit shall be paid in the same manner and at the same time as
specified in the election made by the Participant pursuant to Section 5.2.



ARTICLE 7
Termination Benefit

7.1	Termination Benefit.  Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit, which shall be equal to the
Participant's Account Balance (i.e., determined based on Vested Company Matching
Contributions and Vested Company Restoration Contributions) if a Participant
experiences a Termination of Employment prior to his or her Retirement, death or
Disability.

7.2	Payment of Termination Benefit.  The Termination Benefit shall
be paid in a lump sum within 60 days of the Termination of Employment, subject
to Section 10.3.  Notwithstanding the foregoing, a Participant may elect either
(i) upon his election to participate in the Plan or (ii) at any time at least
one year prior to Termination of Employment to receive the Termination Benefit
in three, five, or ten annual installments.  In such case, the Termination
Benefit shall be paid in the applicable number of installments, commencing no
later than 60 days after the Participant's Termination of Employment, subject to
Section 10.3 (which delays commencement of payment of the Termination Benefit if
the Participant enters into a consulting arrangement with the Company following
the Participant's Termination of Employment).  Any payment made shall be subject
to the Deduction Limitation.  The Participant may annually change his or her
election to an allowable alternative payout period by submitting a new Election
Form to the Committee, provided that any such Election Form is submitted at
least one year prior to the Participant's Termination of Employment and is
accepted by the Committee in its sole discretion.



ARTICLE 8
Disability Waiver and Benefit

8.1	Disability Waiver.

(a)	Waiver of Deferral.  A Participant who is determined by the
Committee to be suffering from a Disability shall be excused from fulfilling
that portion of the Annual Deferral Amount commitment that would otherwise have
been withheld from a Participant's Base Annual Salary and/or Annual Bonus for
the Plan Year during which the Participant first suffers a Disability. During
the period of Disability, the Participant shall not be allowed to make any
additional deferral elections, but will continue to be considered a Participant
for all other purposes of this Plan.  Notwithstanding the foregoing, if the
Disability is determined by the Committee to be expected to be of a short term
duration, the Annual Deferral Amount shall continue to be withheld from a
Participant's Base Annual Salary and/or Annual Bonus.

(b)	Return to Work.  If a Participant returns to employment with an
Employer, after a Disability ceases, the Participant may elect to defer an
Annual Deferral Amount for the Plan Year following his or her return to
employment or service and for every Plan Year thereafter while a Participant in
the Plan; provided such deferral elections are otherwise allowed and an Election
Form is delivered to and accepted by the Committee for each such election in
accordance with Section 3.3 above.

8.2	Continued Eligibility; Disability Benefit.  A Participant
suffering a Disability shall, for benefit purposes under this Plan, continue to
be considered to be employed, and shall be eligible for the benefits provided
for in Articles 4, 5, 6 or 7 in accordance with the provisions of those
Articles. Notwithstanding the above, the Committee shall have the right to, in
its sole and absolute discretion and for purposes of this Plan only, and must in
the case of a Participant who is otherwise eligible to Retire if either clause
(i) or (ii) of this sentence applies, deem the Participant to have experienced a
Termination of Employment, or in the case of a Participant who is eligible to
Retire, to have Retired, at any time (or in the case of a Participant who is
eligible to Retire, as soon as practicable) after such Participant (i) is
determined to be permanently disabled under the Participant Employer's long-term
disability plan (or would have been determined to be permanently disabled had he
or she participated in that plan), or (ii), if such a plan does not exist, is
determined to be permanently disabled by the Committee in its sole discretion,
or (iii) is determined by the Committee, in its sole discretion, to have
suffered a partial disability of such a nature that the Participant is unable to
perform the material duties of his or her position.  In such a case (whether
under clause (i), (ii) or (iii)), the Participant shall receive a Disability
Benefit equal to his or her Account Balance at the time the Committee's
determination.  The Disability Benefit shall be paid in the same manner and at
the same time as specified in the election made by the Participant pursuant to
Section 5.2, unless the Committee in its sole discretion elects at any time to
pay such amount or any remaining amount in a lump sum payment.  Any payment made
shall be subject to the Deduction Limitation.  If a Participant is deemed to
have a Termination of Employment under this Section 8.2, a subsequent event that
would also constitute a Termination of Employment will be disregarded, and any
resumption of full duties shall result in reinstatement to participation under
the Plan only on such terms, as the Committee may then approve, that avoid
duplication of benefits hereunder.



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 Committee 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 Committee'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 for more than 50% of the Participant's benefits, a spousal consent,
in the form designated by the Committee, must be signed by that Participant's
spouse and returned to the Committee (subject to any procedural requirements as
may be imposed by the Committee).  Upon the acceptance by the Committee of a new
Beneficiary Designation Form, all Beneficiary designations previously filed
shall be cancelled.  The Committee shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his or her 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 Committee 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 designated
Beneficiary shall be deemed to be his or her surviving spouse.  If the
Participant has no surviving spouse, the benefits remaining under the Plan to be
paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant's estate.

9.5	Doubt as to Beneficiary.  If the Committee has any doubt as to
the proper Beneficiary to receive payments pursuant to this Plan, the Committee
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
Committee's satisfaction.

9.6	Discharge of Obligations.  The payment of benefits under the
Plan to a Beneficiary shall fully and completely discharge the Company, all
Employers and the Committee 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
Leave of Absence; Consulting

10.1	Paid Leave of Absence.  If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Annual Deferral Amount shall continue to be
withheld during such paid leave of absence in accordance with Section 3.3.

10.2	Unpaid Leave of Absence.  If a Participant is authorized by
the Participant's Employer for any reason to take an unpaid leave of absence
from the employment of the Employer, the Participant shall continue to be
considered employed by the Employer and the Participant shall be excused from
making deferrals until the earlier of the date the leave of absence expires or
the Participant returns to a paid employment status.  Upon such expiration or
return, deferrals shall resume for the remaining portion of the Plan Year in
which the expiration or return occurs, based on the deferral election, if any,
made for that Plan Year.  If no election was made for that Plan Year, no
deferral shall be withheld.

10.3	Consulting Arrangements.  Other provisions of the Plan
notwithstanding, if the Company enters into a consulting arrangement with a
Participant effective upon the Participant's Retirement or Termination of
Employment, the payment of the Retirement Benefit or Termination Benefit shall
be delayed.   In this case, the Participant will be treated as though employment
continued until the consulting arrangement terminates for purposes of
determining the time at which payment of the Retirement Benefit or Termination
Benefit will commence.  This provision will not limit the Participant's
withdrawal rights under Section 4.3 or 4.4 during the pendency of the consulting
arrangement, but the Participant will not be permitted to defer compensation
payable in connection with such consulting arrangement under the Plan.  Any
determination of whether the Participant's severance from employment constitutes
a Retirement or Termination of Employment shall be determined based on his or
her circumstances at the time employment terminates, without regard to any
continued service pursuant to the consulting arrangement.



ARTICLE 11
Termination, Amendment or Modification

11.1	Termination.  Each Employer reserves the right to terminate
the Plan at any time with respect to any or all of its Participants by the
actions of its board of directors.  Upon the termination of the Plan with
respect to any Employer, the Plan Agreements of the affected Participants who
are employed by that Employer shall terminate and their Account Balance,
determined as if they had experienced a Termination of Employment on the date of
Plan termination or, if Plan termination occurs after the date upon which a
Participant was eligible to Retire, then with respect to that Participant as if
he or she had Retired on the date of Plan termination, shall be paid to the
Participants as follows: Prior to a Change in Control, if the Plan is terminated
with respect to all of its Participants, an Employer shall have the right, in
its sole discretion, and notwithstanding any elections made by the Participant,
to pay such benefits in a lump sum promptly after termination or pursuant to a
Monthly Installment Method of up to 15 years, with amounts credited and debited
during the installment period as provided herein, except that, if the Plan is
terminated with respect to less than all of its Participants, an Employer shall
be required to pay such benefits in a lump sum promptly after termination.
After a Change in Control, the Employer shall be required to pay such benefits
in a lump sum except that, if a Participant has elected, upon his election to
participate in the Plan or at least one year prior to such termination of the
Plan, to receive the benefits in three, five, or ten annual installments under
Section 7.2, the Employer shall pay such benefits in the applicable number of
annual installments commencing promptly after such termination.  The termination
of the Plan shall not adversely affect any Participant or Beneficiary who has
become entitled to the payment of any benefits under the Plan prior to such
termination; provided however, that the Employer shall have the right to
accelerate installment payments by paying the Account Balance in a lump sum or
pursuant to a Monthly Installment Method using fewer months (except following a
Change in Control in the case of Participant who has elected under Section 7.2
to receive the benefits in a three, five or ten annual installments).

11.2	Amendment.  Any Employer may, at any time, amend or modify the
Plan in whole or in part with respect to that Employer by the actions of its
board of directors, or, in the case of the Company, by the actions of the
Committee, provided that any Committee-approved amendment or modification that
would materially increase the Company's expense or the benefits to Participants
with respect to the Plan or that would be subject to approval of shareholders of
the Company must be ratified by the Company's Board of Directors.  The foregoing
not withstanding, (i) no amendment or modification shall be effective to
decrease or restrict the value of a Participant's Account Balance in existence
at the time the amendment or modification is made, calculated as if the
Participant had experienced a Termination of Employment as of the effective date
of the amendment or modification, or, if the amendment or modification occurs
after the date upon which the Participant was eligible to Retire, the
Participant had Retired as of the effective date of the amendment or
modification; and (ii) the amendment or modification of the Plan shall not
affect any Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or modification;
provided, however, that the Employer shall have the right to accelerate
installment payments by paying the Account Balance in a lump sum or pursuant to
a Monthly Installment Method using fewer months.

11.3	Plan Agreement.  Despite the provisions of Sections 11.1 and
11.2 above, if a Participant's Plan Agreement contains benefits or limitations
that are not in this Plan document, the Employer may only amend or terminate
such provisions with the consent of the Participant.

11.4	Effect of Payment.  The full payment of the applicable benefit
under Section 4.4 or Articles 5, 6, 7 or 8 of the Plan shall completely
discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan and the Participant's Plan Agreement shall
terminate.



ARTICLE 12
Administration

12.1	Committee Duties.  This Plan shall be administered by a
Committee which shall consist of the Board, or such committee as the Board shall
appoint.  Members of the Committee may be Participants under this Plan.  The
Committee 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.  The Committee may, in its sole discretion, waive or modify the length of
the advance-election period a Participant is required to make an election as to
the manner and timing of payment of Retirement or Termination Benefits under
Sections 5.2 or 7.2 or in connection with the termination of the Plan under
Section 11.1.

12.2	Agents.  In the administration of this Plan, the Committee
may, from time to time, 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.

12.3	Binding Effect of Decisions.  The decision or action of the
Committee 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.

12.4	Indemnity of Committee.  All Employers shall indemnify and
hold harmless the members of the Committee 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 Committee
or any of its members.

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



ARTICLE 13
Other Benefits and Agreements

13.1	Coordination with Other Benefits.  The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in addition to any
other benefits available to such Participant under any other plan or program for
employees of the Participant's Employer.  The Plan shall supplement and shall
not supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.



ARTICLE 14
Claims Procedures

14.1	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 Committee 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. 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.

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

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

(b)	that the Committee 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:

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

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

(iii)	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 (iv) an explanation of the claim review
procedure set forth in Section 14.3 below.

14.3	Review of a Denied Claim.  Within 60 days after receiving a
notice from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file with the
Committee 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):

(a)	may review pertinent documents;

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

(c)	may request a hearing, which the Committee, in its sole discretion,
may grant.

14.4	Decision on Review.  The Committee 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 Committee'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:

(a)	specific reasons for the decision;

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

(c)	such other matters as the Committee deems relevant.

14.5	Legal Action.  A Claimant's compliance with the foregoing
provisions of this Article 14 is a mandatory prerequisite to a Claimant's right
to commence any legal action with respect to any claim for benefits under this
Plan.



ARTICLE 15
Trust

15.1	Establishment of the Trust.  The Company shall establish the
Trust, and each Employer shall at least annually transfer over to the Trust such
assets as the Employer determines are necessary to provide, on a present value
basis, for its future liabilities created with respect to all Annual Deferral
Amounts, Company Matching Amounts and Company Restoration Amounts for such
Employer's Participants for all periods prior to the transfer, as well as the
credits and debits to the Participants' Account Balance (and Unvested Accrued
Amounts) for all periods prior to the transfer, taking into consideration the
value of the assets in the trust at the time of the transfer.

15.2	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.

15.3	Distributions From the Trust.  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 Plan.







ARTICLE 16
Miscellaneous

16.1	Unsecured General Creditor.  Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of an Employer.  For
purposes of the payment of benefits under this Plan, 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.  If any
right of a Participant under the Plan would cause such Participant to be in
constructive receipt or have the economic benefit of any funds or other assets
such that the Participant would be subject to federal income taxation in respect
of such funds or other assets prior to the Participant's actual receipt thereof
as a Termination or Retirement Benefit or other payout of benefits under the
Plan, such right of the Participant shall be restricted to the extent necessary
so that the Participant does not have such constructive receipt or economic
benefit.

16.2	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.

16.3	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, alienate 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, except that the foregoing shall not apply to
any family support obligations set forth in a court order.  No part of the
amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment 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.

16.4	Not a Contract of Employment.  The terms and conditions of
this Plan shall not be deemed to constitute a contract of employment between the
Company or 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, or no reason, with or without cause, and with or
without notice, unless 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 the Company or any Employer or to interfere with the
right of the Company or any Employer to discipline or discharge the Participant
at any time.

16.5	Furnishing Information.  A Participant or his or her
Beneficiary will cooperate with the Committee by furnishing any and all
information requested by the Committee 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 Committee may deem necessary.

16.6	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 whenever 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.

16.7	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.

16.8	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 conflicts of laws principles.

16.9	Notice.  Any notice or filing required or permitted to be
given to the Committee 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 Deferred 
Compensation Plan Committee 
P.O. Box 15645 
Las Vegas, Nevada 89114-5645

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.

16.10	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 designated Beneficiaries.

16.11	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.

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

16.13	Incompetent. If the Committee 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 Committee 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 Committee 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.

16.14	Court Order.  The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party.  In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Plan as the
result of a property settlement or otherwise, the Committee, in its sole
discretion, shall have the right, notwithstanding any election made by a
Participant and notwithstanding the provisions of Section 16.3, to take actions
it deems necessary or appropriate in order to comply with the order of the
court.  In such case, unless otherwise determined by the Committee, the
following rules will apply:

(a)	If the court's order directs immediate payment to or for the benefit
of the spouse or former spouse (or a dependent family member), the Participant's
Deferral Account or portion thereof subject to such order shall be valued as of
the date of the court order and paid out in accordance therewith as a lump sum
within 60 days thereafter.

(b)	If the court's order directs payment to or for the benefit of the
spouse or former spouse (or a dependent family member) at a future date, the
Participant's Deferral Account shall be segregated, as of the date of the court
order, into two subaccounts, one representing the portion subject to the court's
order for payment to the spouse or former spouse (the "Court Order Subaccount")
and the other representing the portion that is not or will not thereafter be
required to be paid to such spouse or former spouse (the "Non-Court Order
Subaccount").   Both of these Subaccounts shall be maintained in the name of the
Participant.  The Court Order Subaccount shall be reallocated, as of the date of
the court order, to the Measurement Fund that is a money market or other cash
equivalent fund, and shall remain in such Measurement Fund without reallocation
until such Subaccount is paid out.  The Court Order Subaccount shall be paid, to
or for the benefit of the spouse or former spouse (or dependent family member)
or otherwise in accordance with the court order, at the earlier of the time
specified in the court order or the time that portion of the Deferral Account
otherwise would have been paid under the Plan; provided, however, that if an
event occurs that triggers a payout or benefit under Article 4, 5, 6, 7 or 8,
the Court Order Subaccount shall be paid in accordance with the such applicable
Article, and provided further, that the Court Order Subaccount shall remain
subject to any vesting and other restrictions under the Plan.  The Non-Court
Order Subaccount shall remain subject to the terms and conditions of the Plan
without limitation.

(c)	The Committee shall send written notice to the Participant explain the
actions and rights under this Section 16.14 with respect to the Participant's
Deferral Account, including (i) the reallocation of the Court Order Subaccount
to the money market or cash equivalent Measurement Fund, (ii) the federal income
tax consequence to the Participant upon payment of the Court Order Subaccount,
and (iii) any aspect of the court order with which the Company cannot
comply.

16.15	Distribution in the Event of Taxation.

(a)	In General.  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 Committee before a Change in Control,
or the trustee of the Trust after a Change in Control, 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 (and, after a
Change in Control, shall be granted), 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
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.

(b)	Trust.  If the Trust terminates in accordance with Section
3.7(e) of the Trust and benefits are distributed from the Trust to a Participant
in accordance with that Section, the Participant's benefits under this Plan
shall be reduced to the extent of such distributions.

16.16	Legal Fees To Enforce Rights After Change in Control.  The
Company and each Employer is aware that upon the occurrence of a Change in
Control, the Board or the board of directors of the Employer (which might then
be composed of new members) or a shareholder of the Company or the Employer, or
of any successor corporation might then cause or attempt to cause the Company,
the Employer or such successor to refuse to comply with its obligations under
the Plan and might cause or attempt to cause the Company or the Employer to
institute, or may institute, litigation seeking to deny Participants the
benefits intended under the Plan. In these circumstances, the purpose of the
Plan could be frustrated.  Accordingly, if, following a Change in Control, it
should appear to any Participant that the Company, its Employer or any successor
corporation has failed to comply with any of its obligations under the Plan or
any agreement thereunder or, if the Company, such Employer or any other person
takes any action to declare the Plan void or unenforceable or institutes any
litigation or other legal action designed to deny, diminish or to recover from
any Participant the benefits intended to be provided, then the Company and the
Employer irrevocably authorize such Participant to retain counsel of his or her
choice at the expense of the Company and the Employer (who shall be jointly and
severally liable) to represent such Participant in connection with the
initiation or defense of any litigation or other legal action, whether by or
against the Company, the Employer or any director, officer, shareholder or other
person affiliated with the Company, the Employer or any successor thereto in any
jurisdiction.

IN WITNESS WHEREOF, the Company has signed this amended and restated Plan
document as of August 5, 2004.





SIERRA HEALTH SERVICES, INC.,
  a  Nevada corporation

By:__________________________________

Title:_______________________________