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AMENDMENT NO. 3 TO

RIGHTS AGREEMENT

BETWEEN THE CORPORATION AND

AMERICAN STOCK TRANSFER &

TRUST COMPANY, AS RIGHTS AGENT




RECITALS


A. Express Scripts, Inc. (the “Company”) is a party to that certain Rights Agreement, dated as of
July 25, 2001, between the Corporation and American Stock Transfer & Trust Company, as Rights
Agent, as amended by Amendment No. 1 dated as of May 25, 2005 and Amendment No. 2 dated as of
December 18th, 2009 (the “Rights Agreement”).



B. Pursuant to Section 27 of the Rights Agreement, the Company has the right to supplement or amend
certain provisions of the Rights Agreement.



C. On March 2, 2011, the Board of Directors of the Company approved this Amendment to the Rights
Agreement as set forth below.




AMENDMENT


1. Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety to read as
follows.





     (a) Except as otherwise provided herein, the Rights shall become exercisable on the
Distribution Date, and thereafter the registered holder of any Right Certificate may,
subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the
Rights evidenced thereby in whole or in part upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office or agency of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-thousandth of a share of
Preferred Stock (or other securities, cash or assets, as the case may be) as to which the
Rights are exercised, at any time which is both after the Distribution Date and prior to
the time (the “Expiration Date”) that is the earliest of (i) the close of business on
March 15, 2011 (the “Final Expiration Date”), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at
which such Rights are exchanged as provided in Section 24 hereof.


2. Exhibit B to the Rights Agreement entitled “Form of Right Certificate” shall be hereby amended
to replace the date “July 25, 2011” with the date “March 15, 2011” in all places where such date
appears.



3. Exhibit C to the Rights Agreement entitled “Summary of Rights to Purchase Preferred Stock” shall
be hereby amended to replace the date “July 25, 2011” with the date “March 15, 2011” in all places
where such date appears.






 









 







4. Section 26 of the Rights Agreement is amended and restated in part to update the address of the
Rights Agent by deleting the language which reads:




American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

Attn: General Counsel


and replacing such language, in its entirety, with the following:




American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

Attn: General Counsel


5. Upon the expiration of the Rights in accordance with the terms of the Rights Agreement, as
amended hereby, the Rights Agreement shall be terminated and of no further force or effect
whatsoever without any further action on the part of the company or the Rights Agent.



6. The Company and the Rights Agent hereby waive any notice requirements under the Rights Agreement
pertaining to this Amendment or any of the matters covered by the Amendment.



7. Capitalized terms used herein but not defined shall have the meanings given to them in the
Rights Agreement.



8. Except as otherwise provided in this Amendment, the terms and conditions of the Rights Agreement
shall remain in full force and effect.








 









 







Certified as of this 7th day of March, 2011.




	 	 	 	 	 	 	 
	 	 	EXPRESS SCRIPTS, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Keith J. Ebling
	 	 	 	 	Name: Keith J. Ebling
	 	 	 	 	Title: Executive Vice President and General Counsel
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ David H. Brill
	 	 	 	 	Name: David H. Brill
	 	 	 	 	Title: SVP &
General Counsel
	 

	 	 	 	 	 	 





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