Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director. On January 15, 2009, the Board of Directors of Express Scripts, Inc. (the "Company") elected Frank Mergenthaler as a member of the Board. There are no arrangements or understandings between Mr. Mergenthaler and any other person pursuant to which he was elected as a director. Mr. Mergenthaler will also serve as a member of the audit committee of the Board.

Mr. Mergenthaler will participate in the compensation arrangements established by the Company for non-employee directors.

A copy of the press release announcing Mr. Mergenthaler's election to the Board is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) The following Exhibits are furnished as part of this report on Form 8-K:

Exhibit 10.1* Description of compensation payable to non-employee directors, incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed May 30, 2008.

Exhibit 99.1 Press Release, dated January 15, 2009.

* Denotes management contract or compensatory plan or arrangement.

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