AMENDMENT NO. 4 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.62

AMENDMENT NO. 4
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

            This Amendment No. 4 (this “Amendment’) dated as of May 5, 2009, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and Keith B. Pitts (the “Executive”).

            WHEREAS , the Company and the Executive executed a certain Amended and Restated Employment  Agreement,  dated as of September 23, 2004, as further amended (collectively, the “EA”), to secure the services of the Executive as Vice Chairman; and

            WHEREAS , the Company and the Executive wish the Executive’s base salary set forth in Section 6(a) of the EA to be increased to $685,000, effective as of April 1, 2009.

            NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the Company and the Execut