EXHIBIT 10.8

**[Form]AMENDMENT NO. 1TOSEVERANCE PROTECTION AGREEMENT**

            This Amendment No. 1 (this “Amendment’) to Severance Protection Agreement, dated as of October 1, 2007, but effective as of the December 31, 2007 (the “Effective Date”), ismade by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and __________ (the “Executive”).

            **WHEREAS**, the Company and the Executive executed a certain Severance Protection Agreement, dated as of __________ (the “SPA”), to foster the continuous employment of Executive;and

            **WHEREAS**, the Company and the Executive wish to  amend the SPA so that its provisions are in full compliance with the final regulations under Section 409A of the Internal Revenue Code of1986, as amended, issued jointly by the United States Treasury Department and the Internal Revenue Service on April 10, 2007, including, without limitation, amending its provisions to insert the set of conditions set forth in Section 1.409A-1(n)(2)(ii) of the finalregulations (such set of conditions commonly referred to as the “safe harbor good reason conditions”).

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            **NOW, THEREFORE**, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree that the SPA is amended as follows, such amendmentseffective as of the Effective Date:

            1.         Defined Terms.  Except for those terms defined above, the definitions of capitalized terms used in this Amendment are as provided inthe SPA.

            2.         Amendment to First Paragraph of Section 6.1.  The first paragraph of Section 6.1 of the SPA is hereby amended by adding the followingnew sentence immediately after the first sentence thereof:

                        To be a valid termination of employment by the Executive under this                         Agreement for Good Reason, the date of the actual termination of the                         Executive’s employment due to any of the Good Reason acts or                         conditions set forth in Sections 14.11(a) through 14.11(f) below must                         occur within a period of two years following the initial existence of                         such Good Reason act or condition which arose without the consent of                         the Executive.

            3.         Amendment to Section 7.1.  Section 7.1 of the SPA entitled “Notice of Termination” is hereby amended by adding thefollowing new sentence at the end thereof:

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                        In respect of a Notice of Termination sent by the Executive as a                        result of any of the Good Reason acts or conditions set forth in                         Sections 14.11(a) through 14.11(f) below, it  must be sent by the                         Executive to the Company within 90 days following the initial                         existence of such Good Reason act or condition which arose without                         the consent of the Executive and if not sent within such 90 days, it                         shall not be a valid Notice of Termination.

            4.         Amendment to Section 7.2.  Section 7.2 of the SPA entitled “Date of Termination” is hereby amended by deleting the number“fifteen (15)” found on the tenth line of Section 7.2 and by replacing such deleted number with the number “thirty (30)”.

            5.         Amendments to Subsections (a) through (j) of Section 14.11.   The ten subsections (a) through (j) of Section 14.11of theSPA  are hereby deleted in their entirety and replaced with the following six new subsections (a) through (f):

                        (a)        a material diminution in the Executive’s base compensation, except                                    for across-the-board salary reductions similarlyaffecting all senior                                    executives of the Company  and all seniorexecutives of any Person                                    in control of the Company;

                        (b)        a material diminution in the Executive’s authority, duties or                                    responsibilities;

                        (c)        a material diminution in the authority, duties or responsibilities of the                                    supervisor to whom the Executive is required to report,including a                                     requirement that the Executive’s supervisorreport to a corporate                                     officer or employee instead of reporting directly tothe Board of                                     Directors of the Company;

                        (d)        a material diminution in the budget over which the Executive retains                                     authority;

                        (e)        a material change in the geographic location at which the Executive                                    must perform services, except for required travel on the****Company’s                                    business to an extent substantially consistent with hisbusiness travel                                    obligations prior to the Change in Control; or

                        (f)         any other action or inaction that constitutes a material breach bythe                                     Company of the terms of this Agreement.

            6.         Ratification.  All other provisions of the SPA remain unchanged and are hereby ratified by the Company and the Executive.

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            **IN WITNESS WHEREOF**, the Company has caused this Amendment to be executed by its duly authorized officer and the Executive has executed this Amendment, each as of the day and year first setforth above.

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                                                                       **Vanguard Health Systems, Inc.**

                                                                       By:       /s/ Ronald P. Soltman                                                                                                             Ronald P. Soltman                                                                                   Executive Vice President

                                                                       **Executive**:

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