MID ATLANTIC MEDICAL SERVICES, INC.
                STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS


     AGREEMENT ("Agreement") dated the date indicated on the attached Face Sheet
by and between Mid  Atlantic  Medical  Services,  Inc.,  a Delaware  corporation
("Corporation"),  and  the  person  indicated  on the  attached  Face  Sheet,  a
non-employee  director  of  the  Corporation  and/or  one  of  its  Subsidiaries
("Optionee").

     WHEREAS,  the Corporation desires to have Optionee continue to serve on its
Board of Directors  and to provide  Optionee with an incentive by sharing in the
success of the Corporation;

     WHEREAS,  in  order  to  provide  such  an  incentive  to its  non-employee
directors,  the Corporation has adopted the Mid Atlantic Medical Services,  Inc.
2001 Non-Qualified Stock Option Plan ("Plan");

     WHEREAS, the option granted hereby is not intended to qualify as an
"incentive  stock  option"  within the meaning of Section  422 or any  successor
provision of the Internal Revenue Code of 1986, as amended; and

     WHEREAS,  unless otherwise provided herein,  capitalized terms used in this
Agreement shall have the meaning given them in the Plan;

     NOW,   THEREFORE,   in   consideration   of  the   mutual   covenants   and
representations  herein contained and intending to be legally bound, the parties
hereto agree as follows:

     1.  Number  of Shares  and  Price.  The  Corporation  hereby  grants to the
Optionee an option  ("Option")  to purchase the number of shares of Common Stock
set forth on the attached Face Sheet of this  Agreement.  The exercise price per
share of Common  Stock of the  Option  shall be as is set forth on the  attached
Face Sheet of this  Agreement,  such price being the Fair Market Value per share
of Common  Stock on the Date of Grant of the Option.  The Option is not intended
to qualify as an "incentive stock option" under Section 422 of the Code.

     2. Term and Exercise.  The Option shall expire five (5) years from the date
hereof.  The  Option  is  exercisable  in full  on the  Date  of  Grant.  If the
Optionee's  service  with the  Corporation  terminates  for any reason or if the
Optionee ceases to be a Non-Employee  Director,  the Option may be exercised but
only to the extent it was exercisable on the date of such termination of service
until the Option  expires in accordance  with the first sentence of this Section
2.

     Notwithstanding  anything to the  contrary in this Section 2, if one of the
events specified in Section 7.05(d)(i),  (ii), (iii) or (iv) of the Plan occurs,
the provisions of such Section  7.05(d) shall  determine when the Option becomes
exercisable, when it may be exercised and when it expires.

     3. Exercise  Procedures.  The Option shall be exercisable by written notice
to the  Corporation,  which must be received by the Secretary of the Corporation
not later than 5:00 P.M.  local time at the  principal  executive  office of the
Corporation on the expiration date of the Option.  Such written notice shall set
forth (a) the number of shares of Common  Stock being  purchased,  (b) the total
exercise  price for the shares of Common  Stock being  purchased,  (c) the exact
name as it should appear on the stock certificate(s) to be issued for the shares
of  Common  Stock  being  purchased,  and (d) the  address  to which  the  stock
certificate(s)  should be sent.  The  exercise  price of shares of Common  Stock
purchased  upon exercise of the Option shall be paid in full (a) in cash, (b) by
delivery to the  Corporation  of shares of Common Stock (which  shares of Common
Stock must have been held for at least six months),  (c) in any  combination  of
cash and shares of Common Stock, or (d) by delivery of such other  consideration
as the  Committee  deems  appropriate  and in  compliance  with  applicable  law
(including  payment in accordance with a cashless  exercise  program approved by
the  Committee).  If any  shares of Common  Stock  shall be  transferred  to the
Corporation  to satisfy all or any part of the exercise  price,  the part of the
exercise  price  deemed to have been  satisfied  by such  transfer  of shares of
Common  Stock  shall be equal to the  product  derived by  multiplying  the Fair
Market  Value as of the date of  exercise  times the  number of shares of Common
Stock  transferred  to the  Corporation.  Any shares of Common Stock tendered in
payment  shall be duly  endorsed in blank or  accompanied  by stock  powers duly
endorsed  in  blank.  The  Optionee  may  not  transfer  to the  Corporation  in
satisfaction of the exercise price any fraction of a share of Common Stock,  and
any portion of the exercise price that would represent less than a full share of
Common Stock must be paid in cash by the  Optionee.  Subject to Sections 7 and 8
hereof, certificates for the purchased shares of Common Stock will be issued and
delivered  to the  Optionee  as soon as  practicable  after the  receipt of such
payment of the exercise  price;  provided,  however,  that  delivery of any such
shares of Common Stock shall be deemed  effected  for all purposes  when a stock
transfer agent of the Corporation  shall have deposited such certificates in the
United States mail, addressed to Optionee,  at the address set forth on the last
page of this  Agreement  or to such other  address as Optionee  may from time to
time designate in a written notice to the Corporation. The Optionee shall not be
deemed for any purpose to be a shareholder of the  Corporation in respect of any
shares of Common Stock as to which the Option shall not have been exercised,  as
herein provided,  until such shares of Common Stock have been issued to Optionee
by the Corporation hereunder.

     4. Plan  Provisions  Control  Option  Terms;  Modifications.  The Option is
granted  pursuant  and  subject  to the terms and  conditions  of the Plan,  the
provisions of which are  incorporated  herein by reference.  If any provision of
this Agreement conflicts with any of the terms in the Plan as constituted on the
Date of Grant,  the terms of the Plan as  constituted on the Date of Grant shall
control.  Except as provided in Sections  7.03 and 7.05 of the Plan,  the Option
shall  not be  modified  after  the  Date of Grant  except  by  express  written
agreement between the Corporation and the Optionee;  provided, however, that any
such  modification (a) shall not be inconsistent with the terms of the Plan, and
(b) shall be approved by the Committee.

     5.  Limitations on Transfer.  The Option may not be assigned or transferred
other than by will,  by the laws of descent and  distribution,  or pursuant to a
domestic relations order.

     6. Taxes. The Corporation  shall be entitled to withhold (or secure payment
from the Optionee in lieu of withholding) the amount of any withholding or other
tax  required by law to be withheld or paid by the  Corporation  with respect to
any shares of Common Stock issuable under this  Agreement,  and the  Corporation
may defer  issuance  of shares of Common  Stock upon the  exercise of the Option
unless the Corporation is indemnified to its satisfaction  against any liability
for any such  tax.  The  amount  of such  withholding  or tax  payment  shall be
determined by the Committee or its delegate and shall be payable by the Optionee
at such time as the  Committee  determines.  The Optionee may satisfy his or her
tax  withholding  obligation  by (a) having cash  withheld  from the  Optionee's
salary or other compensation payable by the Corporation or a Subsidiary, (b) the
payment of cash to the  Corporation,  (c) the payment in shares of Common  Stock
already  owned by the  Optionee  valued at Fair  Market  Value,  and/or  (d) the
withholding from the Option,  at the appropriate  time, of a number of shares of
Common  Stock  sufficient,  based upon the Fair  Market  Value of such shares of
Common Stock, to satisfy such tax withholding requirements.  The Committee shall
be authorized,  in its sole and absolute discretion, to establish such rules and
procedures  relating to any such  withholding  methods as it deems  necessary or
appropriate,  including,  without  limitation,  rules and procedures relating to
elections to have shares of Common Stock withheld upon exercise of the Option to
meet such withholding obligations.

     7. No Exercise in Violation of Law.  Notwithstanding  any of the provisions
of this  Agreement,  the Optionee hereby agrees that he or she will not exercise
the Option granted  hereby,  and that the  Corporation  will not be obligated to
issue any shares of Common  Stock to the  Optionee  hereunder,  if the  exercise
thereof or the  issuance  of such  shares of Common  Stock  shall  constitute  a
violation  by the  Optionee or the  Corporation  of any  provision of any law or
regulation of any governmental  authority.  Any determination in this connection
by the Committee shall be final, binding and conclusive.

     8. Securities Law Compliance. The Optionee agrees, for the Optionee and his
or her  Beneficiaries,  with  respect  to all  shares of Common  Stock  acquired
pursuant  to the terms and  conditions  of the Plan and the Option (or any other
shares of Common  Stock  issued  pursuant  to a stock  dividend  or stock  split
thereon or any securities  issued in lieu thereof or in substitution or exchange
therefor),  that  the  Optionee  and his or her  Beneficiaries  will not sell or
otherwise  dispose of these shares except pursuant to an effective  registration
statement under the Securities Act of 1933, as amended (the "Act"), or except in
a  transaction  that, in the opinion of counsel for the  Corporation,  is exempt
from registration under the Act. Further,  the Corporation shall not be required
to sell or  issue  any  shares  under  the  Option  if,  in the  opinion  of the
Corporation, (a) the issuance of such shares would constitute a violation by the
Optionee  or  the  Corporation  of  any  applicable  law  or  regulation  of any
government  authority or (b) the consent or approval of any governmental body is
necessary or desirable as condition of, or in connection  with,  the issuance of
such shares.

     9. Adjustments. The existence of the Option shall not affect in any way the
right or power of the  Corporation or its directors or  shareholders  to make or
authorize any or all adjustments,  recapitalizations,  reorganizations, or other
changes in the Corporation's capital structure or its business, or any merger or
consolidation  of  the  Corporation,  or  any  issuance  of  bonds,  debentures,
preferred stock or prior preference stock ahead of or affecting the Common Stock
or the rights thereof, or dissolution or liquidation of the Corporation,  or any
sale or  transfer  of all or any part of its  assets or  business,  or any other
corporate act or proceeding, whether of a similar character or otherwise.

     10. Dispute Resolution. As a condition of granting the Option, the Optionee
agrees,  for the  Optionee  and his or her  Beneficiaries,  that any  dispute or
disagreement  that may arise under or as a result of or pursuant to the Plan and
the  Option  shall be  determined  by the  Committee  in its  sole and  absolute
discretion, and any interpretation by the Committee of the terms of the Plan and
Option shall be final, binding and conclusive.


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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above specified.

ATTEST:                         MID ATLANTIC MEDICAL SERVICES, INC.


__________________________ By:  __________________________
                                Thomas P. Barbera
                                President and Chief Executive Officer


                           By:  __________________________
                                 Member of the Stock Option Committee

WITNESS:                         OPTIONEE

__________________________


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                                   FACE SHEET

Notice Addresses:

         Optionee:

                  -----------------------
                  4 Taft Court
                  Rockville, Maryland 20850

         Corporation:

                  Mid Atlantic Medical Services, Inc.
                  4 Taft Court
                  Rockville, Maryland 20850
                  Attention:  Secretary

Grant Date:                                 _________________

Total Options Granted:                      _________________

Exercise Price per share of Common Stock:   $________________

Expiration Date:

         Optioned  shares must be purchased  within five (5) years from the date
of grant, which is  ________________.  That is, all options must be exercised by
________________.




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