AMENDMENT NO. 1

EXHIBIT 10.2

AMENDMENT NO. 1

This AMENDMENT NO. 1 (this “Amendment”), dated as of November 3, 2009, to STOCKHOLDERS AGREEMENT, dated as of November 4, 2004 (the "Agreement"), concerning Vanguard Health Systems, Inc. (the "Company"), a Delaware corporation, is entered into by and among the Company, VHS Holdings LLC, a Delaware limited liability company (“Holdings”), Blackstone FCH Capital Partners IV L.P., a Delaware limited partnership, and its affiliates identified on the signature pages hereto as a “Blackstone Party” (collectively, the “Blackstone Parties”) and the parties identified on the signature pages of the Agreement as an “Employee” or who have otherwise become party to the Agreement and have agreed to become bound by its terms as an “Employee” by entering into a joinder agreement substantially in the form attached to the Agreement as Exhibit A (collectively, the “Employees”).

WHEREAS, the parties to the Agreement wish to amend Sections 1.1(a) and 4.1(a) of the Agreement in the manner set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties to this Amendment hereby agree as follows:

1. Capitalized Terms. Unless otherwise defined herein, capitalized terms used herein and defined in the Agreement are used in this Amendment as defined in the Agreement.

2. Amendment of Sections 1.1(a). Sections 1.1(a) of the Agreement is hereby amended by deleting all of the text of such Section 1.1(a) set forth in the Agreement and replacing such deleted text with the following new text:

                                    “(a) Each Employee hereby agrees, until the earlier to occur of (x)
                        November 4, 2014 and (y) a Qualified IPO, to take all Designated Actions
                        in the manner that the Management Representative, in his sole and
                        absolute discretion, shall direct, at any meeting of the shareholders of the
                        Company, at any and all adjournments thereof, and on any other occasion
                        in respect of which the consent of such Employee with respect to his or
                        her Shares may be given or may be requested or solicited by the Company
                        or any other Person, whether at a meeting, pursuant to the execution of a
                        written consent, under this Agreement or otherwise, for all purposes in
                        connection with any Designated Action, and such Employee hereby
                        ratifies and confirms all that the Management Representative may do by
                        virtue hereof.”

3. Amendment of Section 4.1(a). Sections 4.1(a) of the Agreement is hereby amended by deleting all of the text of such Section 4.1(a) set forth in the Agreement and replacing such deleted text with the following new text:

                                    “(a) If an Employee’s Services to the Company and its Subsidiaries
                        terminate for any reason (a “Termination Event”), the Company shall have
                        the right but not the obligation to purchase, from time to time after such
                        Termination Event, for a period of 180 days following the later of (x) 181
                        days after the termination of such Employee’s Services and (y) with
                        respect to Shares received upon the exercise of an option, 181 days after
                        the date such option is exercised (the “Call Option Period”), the Shares
                        held by such Employee. To exercise such purchase right with respect to
                        an Employee, the Company shall deliver to such Employee prior to the
                        expiration of the Call Option Period a written notice specifying the
                        number of Shares with respect to which the Company has elected to
                        exercise such purchase right, whereupon such Employee shall be required
                        to sell to the Company, the Shares specified in such notice, at a price per
                        Share equal to the applicable purchase price determined pursuant to
                        Section 4.1(c).”

4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY,THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument.

6. References. Upon full execution of this Amendment, all references in the Agreement or in other documents related to the Agreement shall be deemed to be references to the Agreement as modified by this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

VANGUARD HEALTH SYSTEMS, INC.

                                                                        By:       /s/ Xxxxxx X. Xxxxxxx
                                                                                    Name: Xxxxxx X. Xxxxxxx
                                                                                    Title: Executive Vice President

VHS HOLDINGS, LLC

The Management Representative

                                                                        /s/ Xxxxxxx X. Xxxxxx, Xx.
                                                                        Xxxxxxx X. Xxxxxx, Xx.,
                                                                        solely in his capacity as Management Representative

FOR ALL EMPLOYEES

                                                                        /s/ Xxxxxxx X. Xxxxxx, Xx.
                                                                        Xxxxxxx X. Xxxxxx, Xx.,
                                                                        Individually and as Proxyholder for the
                                                                        Employees party to the Agreement pursuant to
                                                                        Section 1.1 of the Stockholders Agreement of
                                                                        Vanguard Health Systems, Inc. dated as of
                                                                        November 4, 2004

Blackstone Parties:

BLACKSTONE FCH CAPITAL PARTNERS IV L.P.

By: Blackstone Management Associates IV L.L.C.,
as a General Partner

                                                                        By:       /s/ Xxxx X. Xxxxxxxx
                                                                                    Name: Xxxx X. Xxxxxxxx
                                                                                    Title: Senior Managing Director

BLACKSTONE FCH CAPITAL PARTNERS IV-A L.P.

By: Blackstone Management Associates IV L.L.C.,
as a General Partner

BLACKSTONE FCH CAPITAL PARTNERS IV-B L.P.

By: Blackstone Management Associates IV L.L.C.,
as a General Partner

BLACKSTONE HEALTH COMMITMENT
PARTNERS-A L.P.

By: Blackstone Management Associates IV L.L.C.,
as a General Partner

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AMENDMENT NO. 1

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