(iii) the sale or disposition, in one or a series of related transactions, of all orsubstantially all, of the assets of the Company to any “person” or “group” (as such termsare defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders;or(iv) during any period of 12 months, individuals who at the beginning of such periodconstituted the Company’s Board of Directors (the “Board), together with any new directorswhose election by the Board or whose nomination for election by the stockholders of theCompany was approved by a vote of a majority of the directors of the Company (then still inoffice) who were either directors at the beginning of such period or whose election ornomination for election was previously so approved, cease for any reason to constitute amajority of the Board, then in office;provided, however, that such transaction also constitutes a change in control event withinthe meaning of Section 409A.The term Permitted Holders as used above shall mean any of (i) Blackstone or its affiliates,(ii) an employee benefit plan (or trust forming a part thereof) maintained by (A) theCompany or (B) any corporation or other person or entity of which a majority of its votingpower of its voting equity securities or equity interest is owned, directly or indirectly,by the Company, and (iii) VHS Holdings LLC, a Delaware limited liability company, or any ofits subsidiaries. The term Blackstone as used above shall mean each of of Blackstone FCHCapital Partners IV L.P., Blackstone Health Commitment Partners L.P., Blackstone CapitalPartners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone HealthCommitment Partners-A L.P., Blackstone FCH Capital Partners IV-B L.P., and Blackstone FCHCapital Partners IV-A L.P., and their respective Affiliates.”3. Amendment to Section 11(e)(i). Section 11(e)(i) of the EA shall be amended byadding the following phrase to the end of the paragraph as follows:“; for greater certainty, the pro-rata portion of the Executive’s current year annual bonuswill be determined following the end of the applicable measurement period and will be paidat the same as annual bonuses are otherwise paid to the Company’s senior executives.”4. Amendment to Section 11(g). Section 11(g) of the EA shall be amended by adding thefollowing sentence to the end of Section 11(g):“Notwithstanding the foregoing, for purposes of Section 409A, the right to a series ofinstallment payments under this Agreement shall be treated as a right to a series ofseparate payments and, in addition, any payment that is otherwise exempt from theapplication of Section 409A shall not be included in the calculation of DeferredCompensation Separation Benefits.”5. Ratification. All other provisions of the EA remain unchanged and are herebyratified by the Company and the Executive.
 
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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its dulyauthorized officer and the Executive has executed this Amendment, each as of the day and year firstset forth above.         **Vanguard Health Systems, Inc.**           By: /s/ Ronald P. Soltman               Name: Ronald P. Soltman      Title:   Executive Vice President           **Executive:**    /s/ Charles N. Martin, Jr.           Charles N. Martin, Jr.  
 
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