EXHIBIT 10.4

**AMENDMENT NO. 4TOAMENDED AND RESTATED EMPLOYMENT AGREEMENT**

            This Amendment No. 4 (this “Amendment’) to Amended and Restated Employment Agreement, dated and effective as of November 7, 2007 (the“Effective Date”), is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Joseph D. Moore (the “Executive”).

            **WHEREAS**, the Company and the Executive executed a certain Amended and Restated Employment Agreement dated as of September 23, 2004, as amended byAmendment No. 1 dated  as of December  1, 2004, as further amended by Amendment No. 2 dated as of December 1, 2005 and further amended by Amendment No. 3 dated as of October 1, 2007 but such Amendment No. 3 effective as of December 31, 2007 (collectively,the “EA”),  to secure the services of the Executive as the Company’s Chief Financial Officer, Treasurer and Executive Vice President; and

            **WHEREAS**, the Company and the Executive wish to further amend the EA to reflect the Executive’s wish to resign on November 7, 2007, as theCompany’s Chief Financial Officer and Treasurer, but to retain his position as Executive Vice President.

            **NOW, THEREFORE**, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree that the EA isfurther amended as follows, such amendments effective as of the Effective Date:

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

            2.         Amendment to Third “Whereas” Paragraph.  The third “Whereas” paragraphof the EA (found on page 1 of the EA) describing the current position of the Executive is deleted in its entirely and replaced with the following new “Whereas” provision reflecting the Executive’s new position as of November 7, 2007:

                                   WHEREAS, the Executive currently serves as an Executive Vice President of the Company;

            3.         Amendment to Section 3. Section 3 of the EA entitled “Position” is hereby amended bydeleting the words “the Chief Financial Officer, Treasurer and” found immediately preceding the words “Executive Vice President” found in the sole sentence of this Section 3 and replacing such deleted words with the single word“an”.

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            4.         Ratification.  All other provisions of the EA remain unchanged and are hereby ratified by theCompany and the Executive.

            **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 set forth above.

                                                                       **Vanguard Health Systems, Inc.**

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

                                                                       **Executive**:

                                                                                   /s/ Joseph D. Moore                                                                                                   Joseph D. Moore

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