Vanguard Health Systems (VHS) 10-K 2009 FY Annual report

EXHIBIT 10.63

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 Ronald P. Soltman (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 Executive Vice President, General Counsel and Secretary; 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 $549,040, effective as of April 1, 2009.

            NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree that the EA is amended as follows:

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

            2.        Amendment to Section 6(a).  Section 6(a) of the EA entitled “Base Salary” is hereby  deleted and replaced with the following new Section 6(a):

                        “(a) Base Salary.  Effective April 1, 2009, the Executive’s base salary hereunder shall
                        be $549,040 per year, payable semi-monthly. Commencing July 1, 2010, the Board
                        shall review such base salary at least annually and make such adjustments from time
                        to time as it may deem advisable, but the base salary shall not at any time be reduced
                        from the base salary in effect from time to time.”

            3.         Ratification.  All other provisions of the EA 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  ts 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/ Phillip W. Roe                                        
                                                                                    Phillip W. Roe
                                                                                    Executive Vice President, Chief Financial
                                                                                    Officer and Treasurer

                                                                        Executive:

                                                                       /s/ Ronald P. Soltman                                      
                                                                        Ronald P. Soltman

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