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 CapitalPartners 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 theAgreement 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 ExhibitA (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 arehereby 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 theAgreement 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 deletingall 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.”

1

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

                                    “(a) Ifan 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 THESTATE 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 anoriginal, 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 otherdocuments 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 setforth above.

                                                                       VANGUARD HEALTH SYSTEMS, INC.

**                                                                       **By:       /s/ Ronald P. Soltman                                                                                                             Name: Ronald P. Soltman                                                                                   Title: Executive Vice President

2

                                                                       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

3

                                                                       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

4