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

Annual Compensation Decisions
On February 25, 2009, the Compensation and Development Committee (the "Compensation Committee") of the Board of Directors of Express Scripts, Inc. (the "Company") met and approved several compensation related items for the Company's Named Executive Officers. The Named Executive Officers were determined based on those identified in the Summary Compensation Table contained in the Company's proxy statement dated April 14, 2008 (the "2008 Proxy Statement").

However, as previously disclosed by the Company, David A. Lowenberg retired from the Express Scripts organization on March 1, 2008, and Edward J. Stiften, retired from the Company on March 31, 2008. As such, no compensation-related items were considered with respect to either Mr. Lowenberg or Mr. Stiften, and all references to Named Executive Officers herein and in Exhibit 10.1 hereto do not include Mr. Lowenberg or Mr. Stiften. In addition, as previously disclosed by the Company, Thomas M. Boudreau announced his intention to retire from the Company effective April 1, 2009, and as a result, the Compensation Committee did not consider 2009 compensation adjustments for Mr. Boudreau.

A summary of the base salaries for the Named Executive Officers is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

The Compensation Committee also approved target and potential annual bonus awards and equity awards for the Named Executive Officers (other than Mr. Boudreau). A summary of the bonus and equity awards is also included in Exhibit 10.1 hereto and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.

See exhibit index.

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