VANGUARD HEALTH SYSTEMS, INC.



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.”





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            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/ Ronald P. Soltman                          

                                                                                   
Name: Ronald P. Soltman

                                                                                   
Title: Executive Vice President





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VHS HOLDINGS, LLC




                                                                       
By:       /s/ Ronald P. Soltman                          

                                                                                   
Name: Ronald P. Soltman

                                                                                   
Title: Executive Vice President








                                               
                        The Management Representative








                                                                       
/s/ Charles N. Martin, Jr.                                 

                                                                        
Charles N. Martin, Jr.,

                                                                       
solely in his capacity as Management Representative








                                                                       
FOR ALL EMPLOYEES





                                                                       
/s/ Charles N. Martin, Jr.                                 

                                                                        
Charles N. Martin, Jr.,

                                                           
            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/ Neil P. Simpkins                             

                                                                                   
Name: Neil P. Simpkins

                                                                                   
Title: Senior Managing Director





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BLACKSTONE FCH CAPITAL PARTNERS IV-A L.P.





                                                                       
By:       Blackstone Management Associates IV L.L.C.,

                                                                                   
as a General Partner




                         
                                              
By:       /s/ Neil P. Simpkins                             

                                                                                   
Name: Neil P. Simpkins

                                                                                   
Title: Senior Managing Director








                                                                       
BLACKSTONE FCH CAPITAL PARTNERS IV-B L.P.





                                                                       
By:       Blackstone Management Associates IV L.L.C.,

                                                                                   
as a General Partner




                                                                       
By:       /s/ Neil P. Simpkins                             

                                                                                   
Name: Neil P. Simpkins

                                                                                   
Title: Senior Managing Director








                                                                       
BLACKSTONE HEALTH COMMITMENT

                                                                       
PARTNERS-A L.P.





                                                                       
By:       Blackstone Management Associates IV L.L.C.,

                                                                                   
as a General Partner




                                                                       
By:       /s/ Neil P. Simpkins                             

                                                                                   
Name: Neil P. Simpkins

                                                                                   
Title: Senior Managing Director





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