EXHIBIT 10






                          Sierra Health Services, Inc.

                    Supplemental Executive Retirement Plan II













<PAGE>


Sierra Health Services, Inc.
Supplemental Executive Retirement Plan II
Master Plan Document


                                TABLE OF CONTENTS
                                                                           Page
<TABLE>
<CAPTION>

<S>                                                                                                                <C>
    Purpose......................................................................................................  1

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

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

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

    ARTICLE 3 Vesting; Additional Years of Service...............................................................  7

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>


Sierra Health Services, Inc.
Supplemental Executive Retirement Plan II
Master Plan Document


                                                         18

                          SIERRA HEALTH SERVICES, INC.

                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II

                             Effective March 1, 1998

                                     Purpose

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


                                    ARTICLE 1
                                   Definitions

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

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

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

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

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

1.5 "Cause" means:

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

             (ii)     the  Executive,  while an employee,  is  convicted  of, or
                      pleads guilty or nolo contendere to, a felony;
             (iii)    The Executive's  commission of a fraud or misappropriation
                      which  causes  material  and  demonstrable  injury  to any
                      Employer; or

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

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

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

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

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

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

1.10         "Disability"   means  a  period  of   disability   during  which  a
             Participant   qualifies  for  benefits   under  the   Participant's
             Employer's  long-term disability plan or, if a Participant does not
             participate in such a plan, a period of disability during which the
             Participant would have qualified for benefits under such a plan had
             the Participant been a participant in such a plan, as determined in
             the sole discretion of the Plan Administrator. If the Participant's
             Employer  does not sponsor such a plan or  discontinues  to sponsor
             such  a  plan,   Disability   shall  be   determined  by  the  Plan
             Administrator in its sole discretion.

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

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

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

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

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

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

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

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

1.19         "Plan" means this Supplemental  Executive Retirement Plan II of the
             Company, as amended from time to time. The Plan is a different plan
             from the Company=s Supplemental Executive Retirement Plan effective
             July 1, 1997.

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

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

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

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

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

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

             (i)      the product of 0.025 multiplied by the Participant's Final
                      Average  Compensation  multiplied  by his or her  Years of
                      Service (not to exceed 20); less

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

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

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

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

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

1.29         "Years of Service" at a  specified  date means the total  number of
             full years during which the Participant has been employed by one or
             more  Employers  through  such  date plus any  additional  Years of
             Service credited to such Participant  under Section 3.2;  provided,
             however,  that a Participant  who has ceased to be  designated  for
             participation  for  purposes of further  accruals of benefits  upon
             reemployment shall not be credited with additional Years of Service
             upon such reemployment.  For purposes of this definition, a year of
             "Service"  shall be a 365-day period (or 366-day period in the case
             of a  leap  year)  commencing  on  the  date  of  hiring  and  each
             anniversary   thereof   (subject   to   adjustment   by  the   Plan
             Administrator  to reflect  leaves of absence  or,  with  respect to
             employment  prior to  commencement  of  participation  in the Plan,
             breaks in service). In the case of a Participant who has suffered a
             Disability but thereafter  returns to service or becomes reemployed
             by an Employer  promptly after the Disability  ended, the period(s)
             of such  Disability in the year in which the  Disability  began and
             the  year  in  which  the  Disability  ended  will  be  counted  as
             employment  solely for purposes of this  definition,  but any other
             period  (i.e.  full  years)  of  Disability   shall  not  count  as
             employment and therefore  shall not be treated as Years of Service.
             In the case of a Participant  who has a  Termination  of Employment
             for any reason other than death or Disability following a Change in
             Control,  (i) if the  Participant  was not employed for a full 365-
             (or  366-)  day  period  that  includes  the date of the  Change in
             Control,  such Participant shall be deemed to have completed a full
             Year of Service in respect of that period which includes the Change
             in Control,  and (ii), if the Participant  qualifies for payment of
             his or her SERP  Benefit  under  Section  4.1(b)  or under  Section
             4.1(a)  within  six  years  after  the  Change  in  Control,   such
             Participant shall be credited with an additional Year of Service as
             of  the  date  immediately  prior  to his  or  her  Termination  of
             Employment.  Except as provided in this definition, no partial year
             of   employment   shall  be  counted  as  a  Year  of  Service.   A
             Participant's  paid leave of absence or unpaid leave of absence for
             90 days or less shall  constitute  employment  for purposes of this
             definition,  but a  Participant's  unpaid leave of absence for more
             than 90 days shall not  constitute  employment for purposes of this
             definition.


                                    ARTICLE 2
                                   Eligibility

2.1          Selection  for  Participation.  Participation  in the Plan shall be
             limited to a select  group of  management  and  highly  compensated
             employees  of the  Employers.  An  employee  from that group  shall
             become  Participant  only  if  the  employee  has  been  previously
             nominated by the Plan  Administrator and approved for participation
             by the  Compensation  Committee  of the  Board  of  Directors.  The
             employees  initially  selected to participate in the Plan are those
             whose names are set forth on Exhibit A hereto.

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

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


                                    ARTICLE 3
                      Vesting; Additional Years of Service

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

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

                                    ARTICLE 4
                                    Benefits

4.1 Eligibility for Benefits.

             (a)      Benefit Upon  Retirement or  Disability.  If a Participant
                      Retires or suffers a Disability,  the Participant shall be
                      entitled to payment of his or her Vested  SERP  Benefit in
                      quarterly  installments to the Participant and,  following
                      Participant's death, to his or her Beneficiary(ies), for a
                      period of 15 years. Payment of benefits under this Section
                      4.1(a)  shall  commence  on the  first  day  of  the  next
                      calendar  quarter  that begins at least 30 days after such
                      Retirement  or 30  days  after  the  Plan  Administrator's
                      receipt  of  written  proof  or   determination   of  such
                      Participant's Disability.

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

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



<PAGE>


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

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

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

4.3 Alternative Payouts.

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

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

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


                                    ARTICLE 5
               Termination, Amendment or Modification of the Plan

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

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

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


                                    ARTICLE 6
                          Other Benefits and Agreements

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


                                    ARTICLE 7
                           Administration of the Plan

7.1          Plan  Administrator  Duties.  This Plan shall be  administered by a
             Plan   Administrator   which  shall  consist  of  the  Compensation
             Committee  of the  Board  or such  committee  as the  Board  or the
             Compensation   Committee   shall  appoint.   Members  of  the  Plan
             Administrator  may  be  Participants  under  this  Plan.  The  Plan
             Administrator  shall also have the  discretion and authority to (i)
             make,  amend,  interpret  and  enforce  all  appropriate  rules and
             regulations for the  administration of this Plan and (ii) decide or
             resolve any and all  questions  including  interpretations  of this
             Plan, as may arise in connection with the Plan.
7.2          Agents. In the  administration of this Plan, the Plan Administrator
             may employ agents and delegate to them such  administrative  duties
             as  it  sees  fit,  (including  acting  through  a  duly  appointed
             representative),  and may from time to time consult  with  counsel,
             who may be counsel to any Employer,  or a compensation  consultant,
             who may be a consultant to any Employer.

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

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

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


                                    ARTICLE 8
                                Claims Procedures

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

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

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

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

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

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

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

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

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

                      (i)     may review pertinent documents;

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

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

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

                      (i)     specific reasons for the decision;

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

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

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


                                    ARTICLE 9
                             Beneficiary Designation

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

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

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

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

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

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


                                   ARTICLE 10
                                      Trust

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

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


                                   ARTICLE 11
                                  Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>


     IN WITNESS  WHEREOF,  Sierra  Health  Services,  Inc.  has signed this Plan
document on ______________, 1998.





                                                SIERRA HEALTH SERVICES, INC.
                                                         a Nevada corporation


                                                By: ___________________________

                                                Title: ________________________


<PAGE>


               SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II ("Plan")


                                    EXHIBIT A

Name                                                         Date of Hire

Kathleen Marlon                                               12/01/86*

Jonathon Bunker                                               08/01/92*

Michael Montalvo                                              04/12/93

John Nanson, M.D.                                             10/19/87

Christine Petersen, M.D.                                      07/14/97





*The Date of Hire has been  adjusted to reflect a break in  employment in excess
of 90 days.