EXHIBIT 10.7

                          SIERRA HEALTH SERVICES, INC.

                     1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN

                 As Amended and Restated through August 10, 2000

         1. Purpose. The purpose of this 1995 Non-Employee Directors' Stock Plan
(the "Plan") of Sierra Health  Services,  Inc. (the "Company") is to advance the
interests  of the Company and its  stockholders  by providing a means to attract
and retain highly  qualified  persons to serve as non-employee  directors of the
Company and to promote  ownership  by such  directors  of a greater  proprietary
interest in the Company, thereby aligning such directors' interests more closely
with the interests of stockholders of the Company.

     2.  Definitions.  In addition to terms defined  elsewhere in the Plan,  the
following terms are defined as set forth below:

         (a) "Code"  means the Internal  Revenue  Code of 1986,  as amended from
time to  time.  References  to any  provision  of the Code  include  regulations
thereunder and successor provisions and regulations thereto.

         (b) "Change of Control"  means 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.

         (c)  "Deferred  Stock"  means the credits to a  Participant's  deferral
account under Section 7, each of which represents the right to receive one share
of Stock  upon  settlement  of the  deferral  account.  Deferral  accounts,  and
Deferred Stock credited thereto, are maintained solely as bookkeeping entries by
the Company evidencing unfunded obligations of the Company.

         (d)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.  References  to  any  provision  of  the  Exchange  Act  include  rules
thereunder and successor provisions and rules thereto.

         (e) "Fair  Market  Value" of Stock  means,  as of any given  date,  the
closing sale price of a share of Stock  reported in the table entitled "New York
Stock Exchange Composite  Transactions" contained in The Wall Street Journal (or
an  equivalent  successor  table) for such date or, if no such closing price was
reported for such date,  for the most recent  trading day prior to such date for
which such closing price was reported.

         (f) "Option" means the right, granted to a director under Section 6, to
purchase a specified  number of shares of Stock at the specified  exercise price
for a specified period of time under the Plan. All Options will be non-qualified
stock options.

         (g)  "Participant"  means a director  of the  Company who is granted an
Option or who  receives  fees in the form of Stock or defers fees in the form of
Deferred Stock under the Plan.

     (h) "Retirement"  means a Participant  ceasing to serve as a director at or
after reaching age 75, other than due to death.

         (i) "Stock" means the Common Stock, $.005 par value, of the Company and
such other  securities as may be substituted for Stock or such other  securities
pursuant to Section 8.


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         3. Shares  Available Under the Plan.  Subject to adjustment as provided
in Section 8, the total  number of shares of Stock  reserved and  available  for
issuance or  delivery  under the Plan is 340,000.  Of these,  the 90,000  shares
authorized  for issuance under the Plan as amended and restated at May 18, 1998,
may be authorized but unissued shares,  treasury  shares,  or shares acquired in
the market for the account of the  Participant,  and any shares  delivered under
the Plan in excess of that 90,000 shall be treasury shares or shares acquired in
the market for the account of the Participant.  For purposes of the Plan, shares
that may be purchased  upon  exercise of an Option or delivered in settlement of
Deferred Stock will not be considered to be available after such Option has been
granted or Deferred Stock credited,  except for purposes of issuance or delivery
in connection with such Option or Deferred Stock; provided, however, that, if an
Option  expires for any reason without having been exercised in full, the shares
subject to the  unexercised  portion of such Option will again be available  for
issuance or delivery under the Plan.

         4.  Administration  of the Plan. The Plan will be  administered  by the
Board of  Directors of the Company;  provided,  however,  that any action by the
Board  relating  to the Plan  will be taken  only if, in  addition  to any other
required vote, such action is approved by the affirmative  vote of a majority of
the directors who are not then eligible to participate in the Plan.

         5. Eligibility.  Each director of the Company who, on any date on which
an Option is to be granted under Section 6 or on which fees are to be paid which
could be received in the form of Stock or deferred in the form of Deferred Stock
under  Section 7, is not an  employee of the  Company or any  subsidiary  of the
Company will be eligible,  at such date, to be granted an Option under Section 6
or receive fees in the form of Stock or defer fees in the form of Deferred Stock
under Section 7. No person other than those  specified in this Section 5 will be
eligible to participate in the Plan.

         6.  Options.  An Option to purchase  7,500 shares of Stock,  subject to
adjustment  as  provided  in Section 8, will be  automatically  granted (i) to a
person who is first  elected or  appointed  to serve as a member of the Board of
Directors of the Company  after the  effective  date of the Plan, on the date of
such  election  or  appointment,  if such  director is eligible to be granted an
Option at that date,  and (ii) to each member of the Board of  Directors  of the
Company on January 20, 1996 and on each January 20  thereafter  if such director
is  eligible  to be  granted an Option at that date and has not  otherwise  been
granted  an Option  under  clause (i) of this  Section 6 during  the  four-month
period prior to and  including  the date the Option  would  otherwise be granted
hereunder.  In addition,  the Board of Directors may from time to time authorize
other grants of Options,  at such times, in such amounts,  and to such directors
who may then be  eligible  under  Section 5, as the Board may  determine  in its
discretion.  The shares issuable upon exercise of an Option granted under clause
(ii) above within six months after an initial  grant to the same  director of an
Option  under clause (i) above,  and the shares  issuable  upon  exercise of any
discretionary Option granted under this Section 6, shall be only treasury shares
and shall not be derived from the 90,000 shares  authorized  for issuance  under
the Plan as amended and restated at May 18, 1998.

         Options will be subject to the following terms and conditions:

     (a) Exercise Price. The exercise price per share of Stock  purchasable upon
exercise of an Option will be equal to 100% of the Fair Market Value of Stock on
the date of grant of the Option.



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         (b)  Option  Expiration.  A  Participant's  Option  will  expire at the
earlier of (i) ten years  after the date of grant,  (ii) one year after the date
the  Participant  ceases to serve as a  director  of the  Company  due to death,
disability,  or Retirement,  or (iii) six months after the Participant ceases to
serve as a director of the Company for any reason  other than death,  disability
or Retirement;  provided,  however, that, if the Participant dies during the one
year after  ceasing to serve as a director due to  disability  or  Retirement or
during the six months  after  ceasing to serve as a director  for reasons  other
than disability or Retirement, the expiration shall be delayed until the earlier
of one year after the  Participant's  death or ten years after the date of grant
of the Option.

         (c) Exercisability. Each Option will become cumulatively exercisable as
to 20% of the shares of Stock subject to such Option on each  anniversary of the
date of grant; provided,  however, that a Participant's Option, to the extent it
has not previously become  exercisable,  will become immediately  exercisable in
full (i) at the time the Participant  ceases to serve as a director due to death
or  disability,  (ii) at the date six  months  prior  to the  expiration  of the
Participant's  term of office as a director  during  which term the  Participant
reaches  age 75, if the  Participant  continues  to serve as a director  at such
vesting  date,  or (iii),  in the case of an Option  granted  six months or more
prior to a Change of Control, upon such Change of Control; and provided further,
that,  unless  otherwise  determined by the Board of Directors,  a Participant's
Option may be exercised after the Participant ceases to serve as a director only
to the extent  that the Option was  exercisable  at or before the date he or she
ceased to be a director.

         (d) Method of Exercise.  A Participant may exercise an Option, in whole
or in part, at such time as it is exercisable  and prior to its  expiration,  by
giving  written  notice of exercise to the Secretary of the Company,  specifying
the Option to be  exercised  and the number of shares of Stock to be  purchased,
and  paying  in full the  exercise  price in cash  (including  by  check)  or by
surrender of shares of Stock already owned by the Participant (except for shares
acquired  from the Company by exercise of an option less than six months  before
the date of surrender)  having a Fair Market Value at the time of exercise equal
to the exercise price, or by a combination of cash and Stock.

         (e) Modified  Terms of  Discretionary  Options.  In the case of Options
granted in the discretion of the Board of Directors  rather than  automatically,
the Board may provide for longer  post-termination  exercise  periods than those
specified in Section 6(b),  but not extending more than ten years after the date
of grant of the Option,  and may provide for exercisability of such an Option at
times earlier or later than those specified in Section 6(c),  subject to Section
9.

         7. Receipt of Stock or Deferred Stock in lieu of Fees. Each director of
the Company may, in lieu of receipt of fees in his or her capacity as a director
(including  annual retainer fees for service on the Board, fees for service on a
Board  committee,  fees for service as chairman  of a Board  committee,  and any
other fees paid to directors) in cash, receive such fees in the form of Stock or
defer receipt of such fees in the form of Deferred Stock in accordance with this
Section 7;  provided,  however,  that such  director  is eligible to do so under
Section 5 at the date any such fee is otherwise payable.

         (a)  Elections.  Each  director  who elects to receive fees for a given
calendar  year in the form of Stock  or to  defer  fees in the form of  Deferred
Stock for such year must file an irrevocable written election with the Secretary
of the  Company on or before such filing  deadline  as may be  specified  by the
Secretary;  provided,  however, that any newly elected or appointed director may
file an election  not later than 30 days after the date such person first became
a director, in which case such election shall apply to fees payable for services
performed  after the date of such  filing.  An election  by a director  shall be
deemed to be continuing and therefore applicable to subsequent Plan years unless
the director  revokes or changes such  election by filing a new election form by
the due date for such form  specified in this Section  7(a).  The election  must
specify the following:

     (i) A percentage of fees to be received in the form of Stock or deferred in
the form of Deferred Stock under the Plan; and


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         (ii)     In the case of a deferral,  the period or periods during which
                  settlement of Deferred Stock will be deferred (subject to such
                  limitations as may be specified by counsel to the Company).

                  If required in order that  transactions  under this  Section 7
shall be exempt  under Rule  16b-3(d),  elections  under this Section 7 shall be
reviewed by the Board of Directors  and  resulting  transactions  approved,  for
purposes of Rule 16b-3 under the Exchange  Act, at the Board's  first meeting at
or following the date by which the election has become  irrevocable;  failure of
the Board to approve  transactions  resulting from elections shall not, however,
invalidate the elections or preclude such transactions.

         (b) Payment of Fees in the Form of Stock. At any date on which fees are
payable to a  Participant  who has  elected to receive  such fees in the form of
Stock, the Company will issue to such Participant,  or to an account  maintained
by a third party and designated by such Participant, a number of shares of Stock
having an  aggregate  Fair  Market  Value at that date equal to the fees,  or as
nearly as possible  equal to the fees (but in no event  greater  than the fees),
that would have been payable at such date but for the Participant's  election to
receive  Stock in lieu  thereof.  If the Stock is to be  credited  to an account
maintained by the Participant and to the extent reasonably  practicable  without
requiring  the actual  issuance of  fractional  shares,  the Company shall cause
fractional  shares to be credited to the  Participant's  account.  If fractional
shares are not so credited,  any part of the Participant's  fees not paid in the
form of whole shares of Stock will be payable in cash to the Participant (either
separately or included in a subsequent  payment of fees,  including a subsequent
payment of fees subject to an election under this Section 7).

         (c)  Deferral of Fees in the Form of Deferred  Stock.  The Company will
establish a deferral  account for each  Participant  who elects to defer fees in
the form of Deferred  Stock under this  Section 7. At any date on which fees are
payable to a  Participant  who has elected to defer fees in the form of Deferred
Stock, the Company will credit such Participant's deferral account with a number
of shares of  Deferred  Stock  equal to the number of shares of Stock  having an
aggregate Fair Market Value at that date equal to the fees that otherwise  would
have been  payable  at such  date but for the  Participant's  election  to defer
receipt of such fees in the form of Deferred Stock. The amount of Deferred Stock
so credited shall include fractional shares calculated to at least three decimal
places.

         (d) Crediting of Dividend  Equivalents.  Whenever dividends are paid or
distributions  made with respect to Stock,  a Participant to whom Deferred Stock
is then  credited in a deferral  account  shall be  entitled  to be receive,  as
dividend  equivalents,  an amount  equal in value to the amount of the  dividend
paid or property distributed on a single share of Stock multiplied by the number
of shares of Deferred Stock (including any fractional  share) credited to his or
her deferral  account as of the record date for such  dividend or  distribution.
Such  dividend  equivalents  shall be  credited  to the  Participant's  deferral
account as a number of shares of  Deferred  Stock  determined  by  dividing  the
aggregate value of such dividend equivalents by the Fair Market Value of a share
of Stock at the payment date of the dividend or distribution.


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         (e)  Settlement  of  Deferred  Stock.   The  Company  will  settle  the
Participant's  deferral  account by delivering to the Participant (or his or her
beneficiary)  a number of shares of Stock equal to the number of whole shares of
Deferred  Stock then  credited  to his or her  deferral  account (or a specified
portion in the event of any partial  settlement),  together with cash in lieu of
any  fractional  share  remaining  at a time that  less than one whole  share of
Deferred Stock is credited to such deferral  account.  Such settlement  shall be
made at the time or  times  specified  in the  Participant's  election  filed in
accordance with Section 7(a); provided,  however, that a Participant may further
defer  settlement of Deferred  Stock if counsel to the Company  determines  that
such further deferral likely would be effective under applicable  federal income
tax laws and regulations.

         (f) Designation of Beneficiary.  Each  Participant may designate one or
more  beneficiaries to receive the amounts  distributable from the Participant's
deferral  account under the Plan in the event of such  Participant's  death, and
the  terms of any such  distribution,  on forms  provided  by the  Company.  The
Company may rely upon the beneficiary  designation last filed in accordance with
this Section 7(f).

         (g)  Nonforfeitability.  The interest of each  Participant  in any fees
paid in the form of Stock or Deferred Stock (and any deferral  account  relating
thereto) at all times will be nonforfeitable.

         8.       Adjustment Provisions.

         (a)   Corporate   Transactions   and   Events.   In   the   event   any
recapitalization,  reorganization, merger, consolidation, spin-off, combination,
repurchase,  exchange of shares or other securities of the Company,  stock split
or reverse split,  stock  dividend,  other  special,  large,  and  non-recurring
dividend,  liquidation,  dissolution,  or other similar corporate transaction or
event  affects  the Stock such that an  adjustment  is  appropriate  in order to
prevent  dilution or  enlargement of each  Participant's  rights under the Plan,
then an  adjustment  shall be made,  in a manner  that is  proportionate  to the
change to the Stock  and  otherwise  equitable,  in (i) the  number  and kind of
shares of Stock remaining available for issuance under the Plan, (ii) the number
and kind of shares of Stock to be subject to each  automatic  grant of an Option
under  Section 6, (iii) the  number  and kind of shares of Stock  issuable  upon
exercise of  outstanding  Options,  and/or the exercise  price per share thereof
(provided that no fractional shares will be issued upon exercise of any Option),
(iv) the kind of shares of Stock to be issued in lieu of fees  under  Section 7,
and (v) the number and kind of shares of Stock to be issued upon  settlement  of
Deferred Stock under Section 7. The foregoing notwithstanding, no adjustment may
be made  hereunder  except as will be necessary  to maintain  the  proportionate
interest of the Participant under the Plan and to preserve,  without  exceeding,
the value of outstanding Options and potential grants of Options.

         (b)  Insufficient  Number  of  Shares.  If at any date an  insufficient
number of shares of Stock are available  under the Plan for the automatic  grant
of Options or the  receipt of fees in the form of Stock or  deferral  of fees in
the form of Deferred  Stock at that date,  Options  will first be  automatically
granted proportionately to each eligible director, to the extent shares are then
available  (provided  that no fractional  shares will be issued upon exercise of
any Option) and  otherwise as provided  under Section 6, and then, if any shares
remain  available,  fees shall be paid in the form of Stock or  deferred  in the
form  of  Deferred  Stock  proportionately  among  directors  then  eligible  to
participate  to the extent  shares are then  available and otherwise as provided
under Section 7.

         9.  Changes  to the Plan.  The Board of  Directors  may  amend,  alter,
suspend, discontinue, or terminate the Plan or authority to grant Options or pay
fees in the form of Stock or Deferred  Stock under the Plan  without the consent
of stockholders or Participants, except that any amendment or alteration will be
subject to the  approval  of the  Company's  stockholders  at or before the next
annual  meeting of  stockholders  for which the record date is after the date of
such Board  action if such  stockholder  approval  is required by any federal or
state  law or  regulation  or the  rules  of any  stock  exchange  or  automated
quotation  system,  and the Board may  otherwise  determine to submit other such
amendments or alterations to stockholders for approval; provided, however, that,
without the consent of an affected  Participant,  no such action may  materially
impair the rights of such  Participant  with respect to any  previously  granted
Option or any previous  payment of fees in the form of Stock or deferral of fees
in the form of Deferred Stock.


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         10.      General Provisions.

         (a) Agreements.  Options, Deferred Stock, and any other right under the
Plan may be evidenced by agreements or other  documents  executed by the Company
and the  Participant  incorporating  the terms and  conditions  set forth in the
Plan,  together with such other terms and conditions not  inconsistent  with the
Plan, as the Board of Directors may from time to time approve.

         (b)  Compliance  with Laws and  Obligations.  The  Company  will not be
obligated to issue or deliver shares of Stock in connection with any Option,  in
payment  of any  directors'  fees,  or in  settlement  of  Deferred  Stock  in a
transaction  subject to the  registration  requirements of the Securities Act of
1933, as amended,  or any other federal or state securities law, any requirement
under any  listing  agreement  between  the  Company  and any stock  exchange or
automated  quotation  system,  or any  other  law,  regulation,  or  contractual
obligation  of the  Company,  until the  Company  is  satisfied  that such laws,
regulations,  and other  obligations  of the Company have been  complied with in
full.  Certificates  representing  shares of Stock issued under the Plan will be
subject to such stop-transfer orders and other restrictions as may be applicable
under such laws,  regulations,  and other obligations of the Company,  including
any requirement that a legend or legends be placed thereon.

         (c) Limitations on  Transferability.  Options,  Deferred Stock, and any
other right under the Plan will not be transferable  by a Participant  except by
will or the laws of descent and distribution (or to a designated  beneficiary in
the event of a Participant's death), and will be exercisable during the lifetime
of the  Participant  only by such  Participant  or his or her  guardian or legal
representative;  provided,  however, that Options and Deferred Stock (and rights
relating   thereto)  may  be   transferred  to  one  or  more  trusts  or  other
beneficiaries  during  the  lifetime  of the  Participant  for  purposes  of the
Participant's  estate  planning,  and may be  exercised by such  transferees  in
accordance with the terms thereof, but only if and to the extent then consistent
with the  registration  of the offer and sale of shares of Stock related thereto
on Form S-8, Form S-3, or such other  registration  form of the  Securities  and
Exchange Commission as may then be filed and effective with respect to the Plan.
Options,  Deferred  Stock,  and other  rights under the Plan may not be pledged,
mortgaged,  hypothecated,  or otherwise encumbered,  and shall not be subject to
the claims of creditors of any Participant.

         (d)      Compliance with Rule 16b-3.

     (i) Compliance Generally. With respect to a Participant who is then subject
to the reporting requirements of Section 16(a) of the Exchange Act in respect of
the  Company,  the  Board  shall  implement  transactions  under  the  Plan  and
administer the Plan in a manner that will ensure that each transaction by such a
Participant  is exempt  from  liability  under Rule  16b-3,  except  that such a
Participant  may be permitted to engage in a  non-exempt  transaction  under the
Plan if written  notice is given to the  Participant  regarding  the  non-exempt
nature of such  transaction.  The Board may  authorize the Company to repurchase
any  Award or  shares of Stock  resulting  from any Award in order to  prevent a
Participant  who is subject to Section  16 of the  Exchange  Act from  incurring
liability under Section 16(b).  Unless  otherwise  specified by the Participant,
equity  securities or derivative  securities  acquired  under the Plan which are
disposed  of by a  Participant  shall be deemed to be  disposed  of in the order
acquired by the Participant.



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         (ii)     Six-Month Holding Period. Unless a Participant could otherwise
                  dispose of equity securities (including derivative securities)
                  acquired  under the Plan  without  incurring  liability  under
                  Section 16(b) of the Exchange Act, equity securities  acquired
                  under  the  Plan  must  be held  for a  period  of six  months
                  following  the date of such  acquisition,  provided  that this
                  condition  shall be  satisfied  with  respect to a  derivative
                  security  if at  least  six  months  elapse  from  the date of
                  acquisition  of  the  derivative   security  to  the  date  of
                  disposition  of  the  derivative  security  (other  than  upon
                  exercise or conversion) or its underlying equity security.

         (e) Continued Service as an Employee.  If a Participant  ceases serving
as a director of the Company  and,  immediately  thereafter,  is employed by the
Company or any subsidiary of the Company,  then, solely for purposes of Sections
6(b) and (c), such  Participant  will not be deemed to have ceased  service as a
director at that time and his or her continued  employment by the Company or any
subsidiary will be deemed to be continued service as a director.

         (f) No Right to Continue as a Director.  Nothing  contained in the Plan
or any  agreement  hereunder  will  confer  upon any  Participant  any  right to
continue to serve as a director of the Company.

         (g) No Stockholder  Rights Conferred.  Nothing contained in the Plan or
any  agreement  hereunder  will  confer upon any  Participant  (or any person or
entity claiming rights by or through a Participant)  any rights of a stockholder
of the  Company  unless  and until  shares  of Stock are in fact  issued to such
Participant (or person) or his or her account maintained by a third party or, in
the case an Option,  such Option is validly exercised in accordance with Section
6.

         (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board of Directors  nor its  submission to the  stockholders  of the Company for
approval  shall be  construed as creating  any  limitations  on the power of the
Board to adopt such other compensatory arrangements for directors as it may deem
desirable.

         (i) Governing Law. The validity,  construction,  and effect of the Plan
and any agreement  hereunder  will be  determined in accordance  with the Nevada
General Corporation Law and other laws (including those governing  contracts) of
the State of Nevada,  without  giving effect to principles of conflicts of laws,
and applicable federal law.

         11. Stockholder Approval Effective Date, and Plan Termination. The Plan
became effective May 16, 1995, upon its approval by stockholders of the Company.
Unless  earlier  terminated by action of the Board of  Directors,  the Plan will
remain in effect  until  such time as no shares of Stock  remain  available  for
issuance under the Plan and the Company and Participants  have no further rights
or obligations under the Plan.