EXHIBIT 10.6

                         VANGUARD HEALTH SYSTEMS, INC.
                        NONQUALIFIED INITIAL OPTION PLAN

     1. Purpose; Types of Awards; Construction. The purpose of the Vanguard
Health Systems, Inc. Nonqualified Initial Option Plan (the "Plan") is to afford
an incentive to certain employees of Vanguard Health Systems, Inc. to acquire a
proprietary interest in the Company, to increase their efforts on behalf of the
Company and to promote the success of the Company's business. The awards are
being granted primarily to those employees who have agreed to work for the
Company with salaries below fair market value for persons of their credentials,
experience and capabilities.

     2. Definitions. As used in this Plan, the following words and phrases
shall have the meanings indicated:

     "Board" shall mean the Board of Directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "Committee" shall mean the Compensation Committee of the Board or such
other committee established by the Board to administer the Plan, provided if no
such Committee is established by the Board, Committee shall mean the entire
Board.

     "Common Stock" shall mean shares of common stock, par value $.01 per
share, of the Company.

     "Company" shall mean Vanguard Health Systems, Inc., a corporation
organized under the laws of the State of Delaware, or any successor
corporation.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and as now or hereafter construed, interpreted and applied
by regulations, rulings and cases.

     "Fair Market Value" per share as of a particular date shall mean (i) the
closing sales price per share of Common Stock on the national securities
exchange on which the Common Stock is principally traded for the last preceding
date on which there was a sale of such Common Stock on such exchange (or, on
the date of an initial sale of Common Stock pursuant to an effective
registration statement under the Securities Act of 1933, as amended (other than
a registration statement on Form S-4 or Form S-8 or any successor or similar
form), the per share initial sale price to the public), or (ii) if the shares
of Common Stock are then traded in an over-the-counter market, the average of
the closing bid and asked prices for the shares of Common Stock in such
over-the-counter market for the last preceding date on which there was a sale
of such Common Stock in such market, or (iii) if the shares of Common Stock are
not then listed on a national securities

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exchange or traded in an over-the-counter market, such value as the Committee,
in its sole discretion, shall determine.

     "Grantee" shall mean a person who receives a grant of Options under the
Plan.

     "Insider" shall mean a Grantee who is subject to the reporting
requirements of Section 16(a) of the Exchange Act.

     "Liquidity Event" shall have the meaning set forth in the Shareholders
Agreements.

     "Management Investor" shall have the meaning set forth in the Shareholders
Agreements.

     "Option" or "Options" shall mean a grant to a Grantee of an option or
options to purchase shares of Common Stock. Options granted by the Committee
pursuant to the Plan shall constitute non-qualified Stock Options under the
Code.

     "Option Agreement" shall mean an agreement entered into between the
Company and a Grantee in connection with a grant under the Plan.

     "Option Price" shall mean the exercise price of the shares of Common Stock
covered by an Option.

     "Plan" means this Vanguard Health Systems, Inc. Nonqualified Initial
Option Plan, as amended from time to time.

     "Shareholders Agreements" means the Shareholders Agreement dated as of
June 1, 1998, among the Company and its shareholders, and the Surviving
Shareholders Agreement dated as of June 1, 1998 among the Company and the
shareholders of the Company, in each case as the same may be amended from time
to time.

     3. Administration. The Plan shall be administered by the Committee. The
Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to
it under the Plan or necessary or advisable in the administration of the Plan.

     The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee
or any person to whom it has delegated duties as aforesaid may employ one or
more persons to render advice with respect to any responsibility the Committee
or such person may have under the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Grantees of
any awards under this Plan.


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     No member of the Board or Committee shall be liable for any action taken
or determination made in good faith with respect to the Plan or any award
granted hereunder.

     4. Eligibility; Grant.

          (a) Awards may be granted only to those employees of the Company set
     forth on Schedule A hereto.

          (b) The Committee shall grant Options under the Plan to each person
     listed on Schedule A hereto (each a "Grantee") for the number of shares of
     Common Stock set forth opposite such person's name on Schedule A.

     5. Stock. The maximum number of shares of Common Stock reserved for the
grant of awards under the Plan shall be 3,595 subject to adjustment as provided
in Section 9 hereof. Such shares may, in whole or in part, be authorized but
unissued shares or shares that shall have been or may be reacquired by the
Company.

     6. Terms and Conditions of Options. Each Option granted pursuant to the
Plan shall be evidenced by an Option Agreement, in the form of Exhibit A hereto
or such other form and containing such terms and conditions as the Committee
shall from time to time approve. Each Option shall be subject to the following
terms and conditions, except to the extent otherwise specifically provided in
such Option Agreement:

          (a) Number of Shares. Each Option Agreement shall state the number of
     shares of Common Stock to which the Option relates.

          (b) Type of Option. Each Option Agreement shall specifically state
     that the Option constitutes a Nonqualified Stock Option.

          (c) Option Price. Each Option Agreement shall state the Option Price
     of $170.12 per share. The Option Price shall be subject to adjustment as
     provided in Section 9 hereof.

          (d) Medium and Time of Payment. The Option Price shall be paid in
     full, at the time of exercise, in cash or, if permitted by the Committee,
     in shares of Common Stock having a Fair Market Value equal to such Option
     Price or, if permitted by the Committee, in a combination of cash and
     Common Stock or in such other manner as the Committee shall determine
     including, without limitation, a cashless exercise procedure through a
     broker-dealer.

          (e) Term and Exercisability of Options. Each Option Agreement shall
     provide the exercise schedule for the Option which is set forth in Exhibit
     A hereto, provided, the Committee shall have the authority to accelerate
     the exercisability of any outstanding Option


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     at such time and under such circumstances as it, in its sole discretion,
     deems appropriate. The exercise period will be ten (10) years from the
     date of the grant of the Option. An Option may be exercised, as to any or
     all full shares of Common Stock as to which the Option has become
     exercisable, by written notice delivered in person or by mail to the
     Secretary of the Company, specifying the number of shares of Common Stock
     with respect to which the Option is being exercised.

          (f) Exercise by Certain Persons Prior to Liquidity Event.
     Notwithstanding any other provision of this Plan or any Option Agreement,
     until the occurrence of a Liquidity Event, no Option granted under the
     Plan may be exercised by a Grantee who is not a Management Investor.

          (g) Other Provisions. The Option Agreements evidencing awards under
     the Plan shall contain such other terms and conditions not inconsistent
     with the Plan as the Committee may determine.

     7. Shareholders Agreements. All Options granted under this Plan and the
shares of Common Stock acquired pursuant to the exercise of Options shall be
subject to the provisions of the Shareholders Agreements.

     8. Prohibition on Regrants. The grant of an Option under this Plan shall
reduce the available shares under the Plan for grant by the number of shares
subject to such Option. Shares available if an Option granted under the Plan
has been canceled, or has lapsed, expired or has otherwise terminated, shall
not be regranted pursuant to this Plan.

     9. Effect of Certain Changes.

          (a) In the event of any extraordinary dividend, stock dividend,
     recapitalization, reclassification, merger, consolidation, stock split, or
     combination or exchange of such shares, or other similar transactions, the
     number of shares of Common Stock available for awards, the number of such
     shares covered by outstanding awards, and the price per share of Options
     shall be equitably adjusted by the Committee to reflect such event and
     preserve the value of such awards; provided, however, that any fractional
     shares resulting from such adjustment shall be eliminated.

          (b) In the event of a change in the Common Stock of the Company as
     presently constituted that is limited to a change of all of its authorized
     shares of Common Stock into the same number of shares with a different par
     value or without par value, the shares resulting from any such change
     shall be deemed to be the Common Stock within the meaning of the Plan .


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     10. Transferability of Awards. No award shall be transferable or
assignable, or exercisable by, anyone other than the Grantee to whom it was
granted, except (i) by law, will or the laws of descent and distribution or
(ii) to a member of a Grantee's immediate family and/or trusts whose
beneficiaries are members of the Grantee's immediate family. Notwithstanding
the foregoing, all transfers shall be in accordance with the provisions of the
Shareholders Agreements. A beneficiary, transferee, or other person claiming
any rights under the Plan from or through any Grantee shall be subject to all
terms and conditions of the Plan and any Option Agreement applicable to such
Grantee, except as otherwise determined by the Committee, and to any additional
terms and conditions deemed necessary or appropriate by the Committee.

     11. Approval of Stockholders. The Plan shall take effect upon its adoption
by the Board but the Plan (and any grants of awards made prior to the
stockholder approval mentioned herein) shall be subject to the approval of the
holder(s) of a majority of the issued and outstanding shares of voting
securities of the Company entitled to vote, which approval must occur within
twelve months of the date the Plan is adopted by the Board.

     12. Agreement by Grantee Regarding Withholding Taxes. As a condition of
exercise of an Option, each Grantee shall agree that no later than the date of
such exercise, the Grantee will pay to the Company any federal, state or local
taxes of any kind required by law to be withheld upon such exercise.
Alternatively, if permitted by the Committee, a Grantee may elect, to the
extent permitted by law, to have the Company deduct federal, state and local
taxes of any kind required by law to be withheld upon such exercise from any
payment of any kind due to the Grantee. The withholding obligation may be
satisfied by the withholding or delivery of Common Stock valued at Fair Market
Value.

     13. Amendment and Termination of the Plan. The Board may amend, modify,
suspend or terminate the Plan for the purpose of meeting or addressing any
changes in legal requirements or for any other purpose permitted by law.
Subject to changes in law or other legal requirements that would permit
otherwise, the Plan may not be amended without the consent of the holders of a
majority of the shares of Common Stock then outstanding to increase the
aggregate number of shares of Common Stock that may be issued under the Plan
(except for adjustments pursuant to Section 9(a)). Except as provided in
Section 9(a) hereof, no suspension, termination, modification or amendment of
the Plan may adversely affect any award previously granted without the written
consent of the Grantee.

     14. Rights as a Shareholder. A Grantee or a transferee of an award shall
have no rights as a shareholder with respect to any shares covered by the award
until the date of the issuance of a stock certificate to him for such shares.
No adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distribution of other rights for
which the record date is prior to the date such stock certificate is issued,
except as provided in Section 9(a) hereof.


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     15. No Rights to Employment. Nothing in the Plan or in any award granted
or Option Agreement entered into pursuant hereto shall confer upon any Grantee
the right to continue in the employ of, the Company or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to
interfere with or limit in any way the right of the Company to terminate such
Grantee's employment.

     16. Beneficiary. A Grantee may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated
beneficiary survives the Grantee, the executor or administrator of the
Grantee's estate shall be deemed to be the Grantee's beneficiary.

     17. Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of New York, without
regard to its conflicts of laws principles.

     18. Effective Date and Duration of the Plan. This Plan shall be effective
as of the date it is approved or ratified by the stockholders of the Company,
and shall terminate on the later of (a) the tenth anniversary of such date or
(b) the last expiration of awards granted hereunder.


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                                   SCHEDULE A
                             ---------------------


Participants                            Number of Shares Represented By Options
------------                            ---------------------------------------

Charles N. Martin, Jr.                                  587
Lawrence W. Hough                                       359
Joseph D. Moore                                         310
Ronald P. Soltman                                       228
Alan G. Thomas                                          146
Bruce F. Chafin                                         163
Phillip W. Roe                                          163
James Johnston                                          146
Robert E. Galloway                                      146
Tony W. Simpson                                          97
James H. Spalding                                        97
Anne L. Sanford                                          97
John M. Geer                                             81
Thomas M. Ways                                          695
Teresa Tardy                                             54
Dennis K. Jacobs                                         81
Carol A. Bailey                                          60
Beth J. Blakely                                          11
Suzanne B. Towry                                         29
Anita Passarella                                         12
Phil W. Pryor                                            33


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