Performance Share Award Agreement


    Exhibit
      10.2

    


    PERFORMANCE
      SHARE AWARD AGREEMENT

    UNDER
      THE

    EXPRESS
      SCRIPTS, INC. 

    2000
      LONG-TERM INCENTIVE PLAN

    


    


    THIS
      AWARD AGREEMENT
      is made
      and entered into February 28, 2006 (the "Date of Grant"), by and between Express
      Scripts, Inc. (the "Company"), and «Name»
      ("Employee").

     

    BACKGROUND

     

    
      	 	
              A.

            	
              The
                Board of Directors of the Company (the "Board of Directors") has
                adopted,
                and the Company's shareholders have approved, the Express Scripts,
                Inc.
                2000 Long-Term Incentive Plan (the "Plan"), pursuant to which performance
                share incentive awards may be granted to employees of the Company
                and its
                subsidiaries and certain other individuals.

               

            


    

    
      	 	
              B.

            	
              The
                Board of Directors intends to amend the Plan, subject to approval
                of the
                shareholders of the Company, to revise the performance measures
                thereunder.

               

            


    

    
      	 	
              C.

            	
              The
                Company desires to grant to Employee a performance share award under
                the
                terms of the Plan.

               

            


      	 	D.	Pursuant to the Plan, the Company and Employee agree
              as
              follows:


    

     

     

    AGREEMENT

     

    
      	 	 	
              1.

            	
              Grant
                of Award.
                 Pursuant
                to action of the Committee (as defined herein) which was taken on
                the Date
                of Grant, the Company grants to Employee «Shares»
                performance shares ("Performance Shares"), subject to the terms,
                conditions, and adjustments set forth in this Award Agreement and
                Exhibit
                A hereto. The Performance Shares granted under this Section 1 are
                referred
                to in this Award Agreement as the "Target Grant."

               

            


    

    
      	 	 	
              2.

            	
              Award
                Subject to Plan. 
                This
                award is granted under, and is expressly subject to, the terms and
                provisions of the Plan, as amended from time to time, which terms
                are
                incorporated herein by reference, and this Award Agreement.  The
                Committee described in Section 3 of the Plan (the "Committee") has
                been
                appointed by the Board of Directors, and designated by it, as the
                Committee to make awards.  This award is subject to the Company’s
                stockholders approving an amendment to the Plan to reflect the performance
                measures used hereunder before any compensation is paid pursuant
                to this
                award.  In the event that the stockholders of the Company do not so
                approve an amendment to the Plan, this award shall be void and of
                no force
                and effect.

               

            


    

    
      	 	 	
              3.

            	
              Performance
                Period. 
                The performance period for this award shall be as set forth on Exhibit
                A
                hereto (the "Performance Period").

               

            


    

    
      	 	 	
              4.

            	
              Payment. 
                Subject to early termination of this Award Agreement pursuant to
                Section 6
                below, following the end of the Performance Period and during the
                calendar
                year in which such Performance Period ends, the Company will deliver
                to
                Employee one share of the Company's Stock for each then-outstanding
                Performance Share under this Award Agreement; except that, fractional
                Shares shall be rounded down to the nearest whole Share and that
                a portion
                of the payment shall be withheld to satisfy the payment of taxes
                required
                by law or to take such other action as may be necessary in the opinion
                of
                the Company to satisfy all obligations for withholding of such taxes
                as
                provided in Section 7.

               

            


      	 	 	5.	
              Performance Criteria and Adjustments. 
                The
                Target Grant shall be adjusted pursuant to the Company’s performance
                against certain criteria (the “Performance Criteria”) as further set out
                on Exhibit A hereto.

               

            



    
      	 	 	
              6.

            	
              Termination
                of Award. 
                This
                Award Agreement will terminate and be of no further force or effect
                on the
                date that Employee is no longer actively employed by the Company
                or any of
                its Affiliates, whether due to voluntary or involuntary termination,
                other
                than on account of death, Disability or Retirement, prior to the
                date on
                which the Performance Period ends.  Employee will, however, be
                entitled to receive any Stock payable under Section 4 of this Award
                Agreement if Employee's employment terminates after the Performance
                Period
                but before Employee's receipt of such Stock.  If Employee’s
                employment terminates before the end of the Performance Period on
                account
                of death, Disability or Retirement, any portion of this award which
                has
                not yet vested shall vest at such time, but only to the extent the
                Performance Criteria are achieved and any payment under Section 4
                hereof
                shall be prorated for the portion of the Performance Period during
                which
                Employee was employed by the Company or any Affiliate.  Without
                limiting the foregoing, in the event Employee’s employment terminates
                before the end of the Performance Period on account of death, Disability
                or Retirement, any portion of the award which vests in accordance
                with the
                foregoing sentence shall be payable at the time and in the manner
                set
                forth in Section 4 after the end of the Performance Period. 
                Notwithstanding the foregoing or any provision of the Plan to the
                contrary, upon a Change in Control prior to the date on which the
                Performance Period ends, and provided that Employee continues to
                be
                actively employed on the date of such Change in Control or terminated
                on
                account of death, Disability or Retirement prior to such Change in
                Control, Employee shall receive in cash the value of one share of
                Company
                Stock on the last trading day before the Change in Control multiplied
                by
                the number of Performance Shares awarded pursuant to this Agreement. 
                The amount payable in the preceding sentence shall be subject to
                applicable withholding taxes.  Notwithstanding anything herein to the
                contrary, any payment upon a Change in Control shall not be prorated,
                including with respect to any payment made upon a Change in Control
                after
                termination on account of death, Disability or Retirement.  This
                Award shall terminate immediately following payment upon a Change
                in
                Control, and no further payment shall be made hereunder. 

               

            


    

    
      	 	
              7.

            	
              Tax
                Withholding. 
                Employee
                must pay, or make arrangements acceptable to the Company for the
                payment
                of, any and all federal, state, and local income and payroll tax
                withholding that in the opinion of the Company is required by law. 
                Unless Employee satisfies any such tax withholding obligation by
                paying
                the amount in cash or by check, the Company will withhold cash and/or
                shares of Stock having a Fair Market Value on the date of withholding
                sufficient to cover the withholding obligation.

               

            


    

    
      	 	 	
              8.

            	
              Non-Transferability.
                 Neither
                this award nor any rights under this Award Agreement may be assigned,
                transferred, or in any manner encumbered except by will or the laws
                of
                descent and distribution, and any attempted assignment, transfer,
                mortgage, pledge or encumbrance except as herein authorized, will
                be void
                and of no effect.

               

            


    

    
      	 	 	
              9.

            	
              Definitions:
                Copy of Plan and Plan Prospectus. 
                To the extent not specifically defined in this Award Agreement, all
                capitalized terms used in this Award Agreement will have the same
                meanings
                ascribed to them in the Plan.  By signing this Award Agreement,
                Employee acknowledges receipt of a copy of the Plan and the related
                Plan
                Prospectus.

               

            


    

    
      	 	 	
              10.

            	
              Choice
                of Law. 
                To the extent that federal laws do not otherwise control, this Award
                Agreement and all determinations made and actions taken hereunder
                shall be
                governed by the laws of the State of Delaware, without giving effect
                to
                principles of conflicts of laws, and construed accordingly.
                

            


    

     

    An
      authorized representative of the Company has signed this Award Agreement, and
      Employee has signed this Award Agreement to evidence Employee's acceptance
      of
      the award on the terms specified in this Award Agreement, all as of the Date
      of
      Grant.

     

    EXPRESS
      SCRIPTS, INC.

    


    


    By:  ___________________________________        

    


    Its:
      

    


    


    


                            __________________________________

    Employee