Executive Deferred Compensation Plan - As Amended and Restated December 31,
      2004 and Grandfathered for Purposes of Section 409A of the Code


    Exhibit
      10.1

    

      EXPRESS
        SCRIPTS, INC.

      


      EXECUTIVE
        DEFERRED COMPENSATION PLAN

      


      (As
        amended and restated effective December 31, 2004 and
        grandfathered for purposes of 

      Section
        409A of the Code)

      


    

     

    
      	
              TABLE
                OF CONTENTS

            
	 	 	 	 
	 	 	 	
              Page
                No.

            
	 	 	 	 
	
              1.

            	 	
              PURPOSE...........................................................................................................................................................................................................

            	
               
                1

            
	 	 	 	 
	
              2.

            	 	
              DEFINITIONS...................................................................................................................................................................................................

            	
               
                1

            
	 	
              2.1

            	 	
              Accounting
                Date.........................................................................................................................................................................................

            	
               
                1

            
	 	
              2.2

            	 	
              Basic
                Company
                Credit................................................................................................................................................................................

            	
               
                1

            
	 	
              2.3

            	 	
              Beneficiary....................................................................................................................................................................................................

            	
               
                1

            
	 	
              2.4

            	 	
              Board.............................................................................................................................................................................................................

            	
               
                1

            
	 	
              2.5

            	 	
              Business
                Day...............................................................................................................................................................................................

            	
               
                2

            
	 	
              2.6

            	 	
              Committee.....................................................................................................................................................................................................

            	
               
                2

            
	 	
              2.7

            	 	
              Common
                Stock.............................................................................................................................................................................................

            	
               
                2

            
	 	
              2.8

            	 	
              Common
                Stock
                Fund...................................................................................................................................................................................

            	
               
                2

            
	 	
              2.9

            	 	
              Company.......................................................................................................................................................................................................

            	
               
                2

            
	 	
              2.10

            	 	
              Company
                Credits.........................................................................................................................................................................................

            	
               
                2

            
	 	
              2.11

            	 	
              Compensation..............................................................................................................................................................................................

            	
               
                2

            
	 	
              2.12

            	 	
              Compensation
                Account(s).........................................................................................................................................................................

            	
               
                2

            
	 	
              2.13

            	 	
              Credit
                Date....................................................................................................................................................................................................

            	
               
                3

            
	 	
              2.14

            	 	
              Deferred
                Bonus............................................................................................................................................................................................

            	
               
                3

            
	 	
              2.15

            	 	
              Deferred
                Compensation..............................................................................................................................................................................

            	
               
                3

            
	 	
              2.16

            	 	
              Disability.......................................................................................................................................................................................................

            	
               
                3

            
	 	
              2.17

            	 	
              Effective
                Date...............................................................................................................................................................................................

            	
               
                3

            
	 	
              2.18

            	 	
              Election.........................................................................................................................................................................................................

            	
               
                3

            
	 	
              2.19

            	 	
              Employee......................................................................................................................................................................................................

            	
               
                3

            
	 	
              2.20

            	 	
              Fair
                Market
                Value........................................................................................................................................................................................

            	
               
                3

            
	 	
              2.21

            	 	
              In-Service
                Account.....................................................................................................................................................................................

            	
               
                4

            
	 	
              2.22

            	 	
              Participant.....................................................................................................................................................................................................

            	
               
                4

            
	 	
              2.23

            	 	
              Past
                Service
                Credit......................................................................................................................................................................................

            	
               
                4

            
	 	
              2.24

            	 	
              Plan................................................................................................................................................................................................................

            	
               
                4

            
	 	
              2.25

            	 	
              Plan
                Year.......................................................................................................................................................................................................

            	
               
                4

            
	 	
              2.26

            	 	
              Retirement.....................................................................................................................................................................................................

            	
               
                4

            
	 	
              2.27

            	 	
              Retirement
                Account....................................................................................................................................................................................

            	
               
                4

            
	 	
              2.28

            	 	
              Service
                Year..................................................................................................................................................................................................

            	
               
                5

            
	 	
              2.29

            	 	
              Special
                Bonus..............................................................................................................................................................................................

            	
               
                5

            
	 	
              2.30

            	 	
              Stock
                Unit(s)................................................................................................................................................................................................

            	
               
                5

            
	 	
              2.31

            	 	
              Termination..................................................................................................................................................................................................

            	
               
                5

            
	 	 	 	 	 
	
              3.

            	
              ADMINISTRATION...............................................................................................................................................................................................

            	
               
                5

            
	 	 	 	 	 
	
              4.

            	
              ELIGIBILITY.............................................................................................................................................................................................................

            	
               
                5

            
	 	 	 	 	 
	
              5.

            	
              PARTICIPANT
                ACCOUNTS.................................................................................................................................................................................

            	
               
                6

            
	 	 	 	 	 
	
              6.

            	
              ELECTION
                TO
                PARTICIPATE..............................................................................................................................................................................

            	
               
                7

            
	 	
              6.1

            	 	
              In
                General......................................................................................................................................................................................................

            	
               
                7

            
	 	
              6.2

            	 	
              Investment
                Alternatives For Existing
                Balances......................................................................................................................................

            	
               
                8

            
	 	 	 	 	 
	
              7.

            	
              COMPANY
                CREDITS AND SPECIAL AND DEFERRED
                BONUSES..............................................................................................................

            	
               
                8

            
	 	
              7.1

            	 	
              Vesting..........................................................................................................................................................................................................

            	
               
                8

            
	 	
              7.2

            	 	
              Forfeiture......................................................................................................................................................................................................

            	
               
                9

            
	 	 	 	 	 
	
              8.

            	
              DISTRIBUTION.......................................................................................................................................................................................................

            	
               
                9

            
	 	
              8.1

            	 	
              Retirement
                Account....................................................................................................................................................................................

            	
               
                9

            
	 	
              8.2

            	 	
              In-Service
                Account.....................................................................................................................................................................................

            	
               
                9

            
	 	
              8.3

            	 	
              Termination
                .................................................................................................................................................................................................

            	
              10

            
	 	
              8.4

            	 	
              Death.............................................................................................................................................................................................................

            	
              10

            
	 	
              8.5

            	 	
              Form
                of
                Distribution....................................................................................................................................................................................

            	
              10

            
	 	 	 	 	 
	
              9.

            	
              FINANCIAL
                HARDSHIP........................................................................................................................................................................................

            	
              10

            
	 	 
	
              10.

            	
              BENEFICIARY
                DESIGNATION.............................................................................................................................................................................

            	
              11

            
	 	 
	
              11.

            	
              UNSECURED
                GENERAL CREDITOR STATUS OF
                EMPLOYEE.....................................................................................................................

            	
              12

            
	 	 
	
              12.

            	
              SHARES;
                ADJUSTMENTS IN EVENT OF CHANGES IN
                CAPITALIZATION............................................................................................

            	
              12

            
	 	 
	
              13.

            	
              INALIENABILITY
                OF
                BENEFITS.........................................................................................................................................................................

            	
              12

            
	 	 
	
              14.

            	
              CLAIMS
                PROCEDURE...........................................................................................................................................................................................

            	
              12

            
	 	 
	
              15.

            	
              GOVERNING
                LAW..................................................................................................................................................................................................

            	
              15

            
	 	 
	
              16.

            	
              AMENDMENTS......................................................................................................................................................................................................

            	
              15

            
	 	 	 	 	 


    

     

     

     

     

     

    

      EXPRESS
        SCRIPTS, INC.

      EXECUTIVE
        DEFERRED COMPENSATION PLAN

       

      1. PURPOSE

       

          The
        purpose
        of this Express Scripts, Inc. Executive Deferred Compensation Plan (the “Plan”)
        is to provide eligible key employees of the Company with an opportunity to
        defer
        compensation to be earned by them from the Company as a means of saving for
        retirement or other future purposes and to provide such employees with
        competitive retirement and capital accumulation benefits. In addition, the
        Plan
        is intended to provide eligible key employees additional incentive to remain
        employed by the Company and to attract certain executive-level employees.
        By
        this restatement in its entirety, effective December 31, 2004, the Company
        intends to cease future deferrals under the Plan after December 31, 2004.
This
        Plan should not be amended until the ramifications on its status under
        Section 409A of the Internal Revenue Code of 1986, as amended, are
        considered and discussed with legal counsel for the
        Company.

       

      2. DEFINITIONS

       

      The
        following definitions shall be applicable throughout the Plan:

       

      2.1 Accounting
        Date.

       

      “Accounting
        Date” means each Business Day on which a calculation concerning a Participant's
        Compensation Account is performed, or as otherwise defined by the
        Committee.

       

      2.2 Basic
        Company Credit.

       

      “Basic
        Company Credit” means an amount, if any, credited to a Participant’s Retirement
        Account as described in Section 7.

       

      2.3 Beneficiary.

       

      “Beneficiary”
        means the person or persons designated by the Participant in accordance with
        Section 10, or if no person or persons are so designated, the estate of a
        deceased Participant.

       

      2.4 Board.

       

      “Board”
        means the Board of Directors of Express Scripts, Inc. or its
        designee.

       

      2.5 Business
        Day.

       

      Business
        Day” means a day on which the New York Stock Exchange is open for trading
        activity.

       

      2.6 Committee.

       

      “Committee”
        means the Compensation Committee of the Board. 

       

      2.7
        Common
        Stock.

       

      “Common
        Stock” means the Common Stock, $0.01 par value, of Express Scripts,
        Inc.

       

      2.8 Common
        Stock Fund.

       

      “Common
        Stock Fund” means that investment option, approved by the Committee, in which a
        Participant's Compensation Accounts may be deemed to be invested and may
        earn
        income (or incur losses) based on a hypothetical investment in Common
        Stock.

       

      2.9 Company.

       

      “Company”
        means Express Scripts, Inc., its divisions, subsidiaries and
        affiliates.

       

      2.10 Company
        Credits.

       

      “Company
        Credits” means amounts credited as either Basic Company Credits or Past Service
        Credits by the Company to Compensation Accounts, in the sole discretion of
        the
        Committee, pursuant to Section 7.

       

      2.11 Compensation.

       

      “Compensation”
        means all (a) salary, commissions, payments under the Company’s Annual Bonus
        Plan (but not expense or other reimbursement or allowances) currently payable
        by
        the Company to a Participant, and (b) compensation in the form of Common
        Stock
        which the Employee may elect to convert to Stock Units if permitted by, and
        in
        accordance with, the terms of the grant of such compensation. For purposes
        of
        this Plan, the Committee may determine the amounts that will be considered
        Compensation with respect to any Participant.

       

      2.12 Compensation
        Account(s).

       

      “Compensation
        Account(s)” means the Retirement Account and/or the In-Service
        Accounts.

       

      2.13 Credit
        Date.

       

      “Credit
        Date” means each date on which Deferred Compensation is credited to Compensation
        Accounts in accordance with rules prescribed by the Committee.

       

      2.14 Deferred
        Bonus.

       

      “Deferred
        Bonus” means an amount, if any, designated as such by the Committee and credited
        to a Participant’s Compensation Account.

       

      2.15 Deferred
        Compensation.

       

      “Deferred
        Compensation” means the Compensation elected by the Participant to be deferred
        pursuant to the Plan.

       

      2.16 Disability.

       

      “Disability”
        means a physical or mental condition of a Participant entitling the Participant
        to disability benefits under the Company’s long-term disability
        plan.

       

      2.17 Effective
        Date.

       

      “Effective
        Date” means the original effective date of the Plan, January 1, 1999. This
        amended and restated Plan is effective December 31, 2004 and grandfathers
        the
        terms of the Plan in effect under the Plan as amended and restated effective
        January 1, 2003.

       

      2.18 Election.

       

      “Election”
        means a Participant's delivery of a written notice of election to the Committee
        or its designee electing to defer payment of a specified percentage of his
        or
        her Compensation (in accordance with rules prescribed by the Committee) either
        until Retirement, death or such other time as further permitted by the
        Committee.

       

      2.19 Employee.

       

      “Employee”
        means an individual classified by the Committee as a full-time, regular salaried
        employee of the Company.

       

      2.20 Fair
        Market Value.

       

      “Fair
        Market Value” means, as of any specified date, the closing sales price of a
        share of Common Stock, as reported on the Nasdaq National Market on that
        date
        (or, if there are no sales on that date, the last preceding date on which
        there
        was a sale), or, in the event the Common Stock is listed on a stock exchange,
        the closing sales price of a share of Common Stock, as reported on such exchange
        on that date (or, if there are no sales on that date, the last preceding
        date on
        which there was a sale). In the absence of any listing of the Common Stock
        on
        the Nasdaq National Market or on any established stock exchange, Fair Market
        Value means the fair market value of the Common Stock on any specified date
        as
        determined in good faith by the Committee.

       

      2.21 In-Service
        Account.

       

      “In-Service
        Account” means the account or accounts to which a Participant elects to
        contribute Deferred Compensation and, to the extent permitted in an award
        as
        described in Section 5, Special Bonuses and/or Deferred Bonuses, and from
        which,
        pursuant to Section 8.2, distributions are made.

       

      2.22 Participant.

       

      “Participant”
        means an Employee selected by the Committee to be eligible to participate
        in the
        Plan.

       

      2.23 Past
        Service Credit.

       

      “Past
        Service Credit” means an amount, if any, credited to a Participant’s Retirement
        Account as described in Section 7.

       

      2.24 Plan.

       

      “Plan”
        means this Express Scripts, Inc. Executive Deferred Compensation Plan, as
        amended from time to time.

       

      2.25 Plan
        Year.

       

      “Plan
        Year” means the annual period commencing January 1 and ending the following
        December 31.

       

      2.26 Retirement.

       

      “Retirement”
        means a Participant’s termination of employment after attaining age 55 and
        having a combination of full years of age plus Service Years totaling at
        least
        65.

       

      2.27 Retirement
        Account.

       

      “Retirement
        Account” means the account to which a Participant elects to contribute Deferred
        Compensation and to which Company Credits, Special Bonuses and/or Deferred
        Bonuses (subject to any election described in Section 5) are made, and from
        which, pursuant to Section 8.1, distributions are made.

       

      2.28 Service
        Year.

       

      “Service
        Year” means, as designated by the Committee, such year or portion thereof during
        which the services have been rendered by a Participant for which Compensation
        is
        payable.

       

      2.29 Special
        Bonus.

       

      “Special
        Bonus” means an amount, if any, designated as such by the Committee and credited
        to a Participant’s Compensation Account.

       

      2.30 Stock
        Unit(s).

       

      “Stock
        Unit(s)” means the share equivalents credited to the Common Stock Fund of a
        Participant's Compensation Account in accordance with Sections 5, 6 and
        7.

       

      2.31 Termination.

       

      “Termination”
        means termination of services as an Employee for any reason other than
        Retirement. In the event of a Participant’s Disability, a Termination will be
        deemed to have occurred as of the date that the Participant has been determined
        to be eligible for long-term disability benefits under the Company’s long-term
        disability plan.

       

      3. ADMINISTRATION

       

      Full
        power and authority to construe, interpret and administer the Plan shall
        be
        vested in the Committee. This power and authority includes, but is not limited
        to, selecting which Employees are eligible to participate in the Plan, selecting
        Compensation eligible for deferral, selecting investment indices, establishing
        the level of Company Credits (if any) to the Plan, establishing deferral
        terms
        and conditions, receiving and approving beneficiary designation forms, and
        adopting modifications, amendments and procedures as may be deemed necessary,
        appropriate or convenient by the Committee. Decisions of the Committee shall
        be
        final, conclusive and binding upon all parties. The Committee, in its sole
        discretion, may delegate day-to-day administration of the Plan to an employee
        or
        employees of the Company or to a third-party administrator. The Committee
        may
        also rely on outside counsel, independent accountants or other consultants
        or
        advisors for advice and assistance in fulfilling its administrative duties
        under
        the Plan.

       

      4. ELIGIBILITY

       

      Employees
        at the vice-president level or higher shall be eligible to participate in
        the
        Plan commencing on the first date they are employed by the Company in such
        capacity; provided that if such date is on or after November 1 in any Plan
        Year, such Employee shall not be eligible to participate in the Plan until
        the
        following January 1. The Committee shall have the ability to impose
        restrictions on the eligibility of new Employees as it considers appropriate.
        Notwithstanding anything herein to the contrary, no employee shall commence
        participation in the Plan after December 31, 2004.

       

      5. PARTICIPANT
        ACCOUNTS

       

      Upon
        a
        Participant’s initial election to participate in the Plan, there shall be
        established a Retirement Account and an In-Service Account, as designated
        by the
        Participant, to which there shall be credited any Deferred Compensation as
        of
        each Credit Date. In addition, Company Credits, if any, made pursuant to
        Section
        7 shall be allocated to a Participant’s Retirement Account in accordance with
        rules prescribed by the Committee. Each such Compensation Account shall be
        credited (or debited) on each Accounting Date with income (or loss) based
        upon a
        hypothetical investment in any one or more of the investment options available
        under the Plan, as prescribed by the Committee for the particular Compensation
        credited, which may include a Common Stock Fund. A Participant shall make
        two
        separate investment elections, one with respect to his or her Retirement
        Account
        and one with respect to his or her In-Service Accounts; provided, however,
        that
        earnings and losses on Deferred Compensation which relates to Compensation
        which
        would have been paid (absent the Election) in Common Stock shall initially
        be
        measured by reference to a hypothetical investment in the Common Stock Fund
        and
        shall be further subject to the terms of the grant of such
        Compensation.

       

      A
        Participant’s Special Bonus and/or Deferred Bonus, if any, shall be credited to
        the Participant’s Retirement Account, unless the Agreement or award providing
        for such bonus(es) provides that the Participant may elect to credit any
        or all
        of such amounts to his or her In-Service Account and the Participant so
        elects.

       

      Each
        Participant at any time may have no more than two In-Service Accounts. However,
        In-Service Accounts in existence on the effective date of this amendment
        shall
        not be affected.

       

      If
        all or
        any portion of a Participant’s Compensation Account(s) is measured by a
        hypothetical investment in the Common Stock Fund, that portion of the
        Participant’s Compensation Account(s) shall be credited on the first day of the
        calendar quarter following each Credit Date with Stock Units equal to the
        number
        of shares of Common Stock (including fractions of a share) that could have
        been
        purchased with the amount of such Deferred Compensation (plus earnings and
        less
        losses determined in accordance with the next sentence) at the Fair Market
        Value
        on such first day of such calendar quarter. For the period between such Credit
        Date and the first day of such calendar quarter, earnings and losses shall
        be
        measured by reference to a hypothetical investment selected by the Committee.
        As
        of any date for the payment of cash dividends on the Common Stock, the portion
        of the Participant’s Compensation Account(s) invested in the Common Stock Fund
        as of the dividend record date shall be credited with additional Stock Units
        calculated by dividing (i) the product of (a) the dollar value of the dividend
        declared in respect of a share of Common Stock multiplied by (b) the number
        of
        Stock Units credited to the Participant’s Compensation Account(s) as of the
        dividend record date by (ii) the Fair Market Value of a share of Common Stock
        on
        the dividend payment date.

       

      6. ELECTION
        TO PARTICIPATE

       

      6.1 In
        General.

       

      Any
        Employee selected by the Committee to participate in the Plan may elect to
        do so
        by delivering to the Committee or its designee an Election on a form prescribed
        by the Committee, designating the Compensation Account to which the Deferred
        Compensation is to be credited, electing the timing and form of distribution
        (if
        applicable), and setting forth the manner in which such Deferred Compensation
        shall be invested in accordance with Section 5. A Participant’s initial Election
        must be filed at such time as designated by the Committee, but in no event
        later
        than the day immediately preceding the first day of the Plan Year to which
        such
        Election relates. A Participant may submit a new Election for any subsequent
        year in order to change the election previously made. Such subsequent Election
        must be filed at such time as designated by the Committee, but in no event
        later
        than 15 days preceding the first day of the Plan Year to which such subsequent
        Election relates. If a specific election has not been made with respect to
        any
        Plan Year, the Election (if any) effective with respect to the immediately
        preceding Plan Year shall remain in effect. An effective Election may not
        be
        revoked or modified except as otherwise determined by the Committee or as
        stated
        in the Plan.

       

      Newly
        employed Employees who are eligible to participate in the Plan may elect
        to
        participate for the current Plan Year within the first 30 days after commencing
        employment. Such election shall be effective on the first day of the month
        following the end of such 30-day period. Elections for subsequent Plan Years
        shall be made in accordance with the preceding paragraph.

       

      Notwithstanding
        anything herein to the contrary, no Compensation shall be deferred under
        this
        Plan after December 31, 2004.

       

      6.2 Investment
        Alternatives For Existing Balances.

       

      A
        Participant may elect to change an existing selection as to the investment
        alternatives in effect with respect to an existing Compensation Account (in
        increments prescribed by the Committee) as often, and with such restrictions,
        as
        determined by the Committee.

       

      7. COMPANY
        CREDITS AND SPECIAL AND DEFERRED BONUSES

       

      In
        the
        sole discretion of the Committee, in a given Plan Year the Company may credit
        a
        specified percentage of a Participant’s Compensation to the Participant’s
        Retirement Account as a Basic Company Credit. The Committee, in its sole
        discretion, may cause the Company to credit such Basic Company Credit for
        all or
        any portion of the Participants in the Plan in such Plan Year. Further, the
        Committee may cause the Company to credit a Deferred Bonus and/or a Special
        Bonus to recognize significant efforts by Plan Participants as the Committee,
        in
        its sole discretion, deems appropriate. In addition, the Committee may cause
        the
        Company to credit a Past Service Credit to recognize past service as the
        Committee, in its sole discretion, deems appropriate. Such Basic Company
        Credit,
        Past Service Credit, Special Bonus and Deferred Bonus, if any, shall be credited
        to a Participant’s Retirement Account (except as provided in any election
        described in Section 5) and shall be subject to the limitations determined
        appropriate by the Committee, including the limitation contained in Section
        8.3
        and the limitations described below in this Section 7.

       

      7.1 Vesting.

       

      A
        Participant’s Deferred Compensation shall be immediately one-hundred percent
        (100%) nonforfeitable upon being credited to such Participant’s Retirement or
        In-Service Account; provided, however, that Deferred Compensation which relates
        to restricted shares of Common Stock shall vest in accordance with the terms
        of
        the restricted stock agreement to which they relate.

       

      A
        Participant’s Basic Company Credit for a Plan Year shall become nonforfeitable
        three (3) years after the end of the Plan Year to which such Basic Company
        Credit relates.

       

      A
        Participant’s Past Service Credit shall be fifty-percent (50%) nonforfeitable
        upon being credited to his or her Retirement Account. The remaining
        fifty-percent (50%) shall become nonforfeitable as follows: one (1) year
        after
        the end of the Plan Year in which the Past Service Credit is credited to
        the
        Participant’s Retirement Account, the Participant shall be one-third (1/3)
        vested in the remaining fifty percent (50%); two (2) years after the end
        of the
        Plan Year in which the Past Service Credit is credited to the Participant’s
        Retirement Account, the Participant shall be two-thirds (2/3) vested in the
        remaining fifty percent (50%); and three (3) years after the end of the Plan
        Year in which the Past Service Credit is credited to the Participant’s
        Retirement Account, the Participant shall be one-hundred percent (100%) vested
        in the remaining fifty percent (50%). A Participant’s Special Bonus and/or
        Deferred Bonus shall become vested in accordance with the terms of the Agreement
        or award provided for such bonus(es).

       

      Upon
        a
        Participant’s Termination for any reason other than death, Disability or
        Retirement, he or she shall forfeit any nonvested benefits. Except as otherwise
        provided in an award, a Participant shall have a one-hundred percent (100%)
        nonforfeitable right to Basic Company Credits, Past Service Credits, Special
        Bonuses and Deferred Bonuses upon becoming eligible for Retirement or upon
        Termination due to death or Disability.

       

      7.2 Forfeiture.

       

      Upon
        a
        Participant’s Termination or Retirement, the Company reserves the right to
        withhold payment of a portion of a Participant’s Retirement Account attributable
        to Basic Company Credits, Past Service Credits, Special Bonuses and/or Deferred
        Bonuses made under Section 7 (and earnings thereon) in the event the Committee
        determines that the Participant has violated the Company’s standard
        noncompetition and nondisclosure agreement or any other employment agreement
        executed by the Participant, or otherwise acts against the interests of the
        Company, as determined by the Committee in its sole discretion.

       

      8. DISTRIBUTION

       

          8.1
        Retirement
        Account.

       

          In
        the event
        of a Participant’s Retirement, the Participant’s Retirement Account shall be
        distributed at the time and in the manner elected by the Participant in his
        or
        her Election. If no Election is made by a Participant as to the timing of
        distribution or form of payment of his or her Retirement Account, upon the
        Participant’s Retirement such account shall be paid in a single lump sum. A
        Participant may change this election to provide for a later distribution
        date at
        any time up to 12 months before Retirement; provided, that this right to
        change
        the distribution shall be deemed void, and any such election shall be
        automatically revoked, if at any time, the inclusion of such a provision
        in this
        Plan or the making of any such election shall result in the Participant becoming
        subject to Federal income tax on any amount in the Retirement
        Account.

       

          8.2 In-Service
        Account.

       

          Deferred
        Compensation, Special Bonuses and/or Deferred Bonuses credited to a
        Participant's In-Service Account shall be distributed at the time and in
        the
        manner elected by the Participant in his or her Election. A Participant may
        extend the deferral period by notifying the Company at least one year prior
        to
        the distribution date originally elected. A previously elected deferral period
        for an In-Service Account may be extended only one time; provided, that this
        right to change the distribution shall be deemed void, and any such election
        shall be automatically revoked, if at any time, the inclusion of such a
        provision in this Plan or the making of any such election shall result in
        the
        Participant becoming subject to Federal income tax on any amount in the
        Retirement Account.

       

          8.3 Termination.

       

          In
        the event
        of a Participant's Termination, the Participant's vested Compensation Accounts
        shall be distributed in a single lump sum to such Participant as soon as
        administratively practicable following his or her Termination. Upon Termination,
        all unvested amounts shall be immediately forfeited and removed from the
        Participant’s Accounts.

       

          8.4 Death.

       

          In
        the event
        of the Participant’s death (a) while in the employment of the Company or (b)
        after the Participant’s Termination but prior to the payment of such
        Participant’s Compensation Accounts pursuant to Section 8.3, the Company shall
        pay the following amounts to the Participant’s Beneficiary in a single lump
        sum:

       

      	(1)
                	
              the
                remaining amounts, if any, in a Participant’s In-Service Account;
                and

            


       

      	(2)
                	
              the
                amounts in the Participant’s Retirement
                Account.

            


          

          In
        the event
        of the Participant’s death following Retirement, the Company shall pay the
        amount in the Participant’s Retirement Account to the Participant’s Beneficiary
        in the form and at the time elected by the Participant pursuant to Section
        6.1.

       

          8.5 Form
        of Distribution.

       

          Distribution
        of a Participant’s Compensation Accounts shall be made in cash; provided that,
        any amounts in a Participant’s Compensation Accounts invested in the Common
        Stock Fund shall be distributed to the Participant in wholes shares of Common
        Stock with fractional shares paid in cash.

       

          When
        required, the Company shall withhold from any distribution of cash or Common
        Stock to a Participant or other person under this Plan an amount sufficient
        to
        cover any required withholding taxes, including the Participant’s social
        security and Medicare taxes (FICA) and federal, state and local income tax
        with
        respect to income arising from payment of the Award. The Company shall have
        the
        right to require the payment of any such taxes before issuing any Common
        Stock
        comprising a part of such distribution. In lieu of all or any part of a cash
        payment from a person receiving Common Stock under this Plan, the Committee
        may
        permit a person to cover all or any part of the required withholdings, and
        to
        cover any additional withholdings up to the amount needed to cover the person’s
        full FICA and federal, state and local income tax with respect to income
        arising
        from payment the Common Stock portion of such distribution, through a reduction
        of the numbers of shares of Common Stock delivered to such person or a delivery
        or tender to the Company of other shares of Common Stock held by such person,
        in
        each case valued in the same manner as used in computing the withholding
        taxes
        under applicable laws. 

       

      9. FINANCIAL
        HARDSHIP

       

          Upon
        the
        written request of a Participant or a Participant's legal representative
        and a
        finding that continued deferral will result in an unforeseeable financial
        emergency to the Participant, the Committee (in its sole discretion) may
        authorize (a) the payment of all or a part of a Participant's Compensation
        Accounts representing Deferred Compensation and earnings thereon in a single
        lump sum prior to his or her ceasing to be a Participant, or (b) a Participant
        to cease contributing Deferred Compensation to the Plan during a Plan Year.
        It
        is intended that the Committee's determinations as to whether the Participant
        has suffered an “unforeseeable financial emergency” shall be made consistent
        with the requirements under Section 457(d) of the Internal Revenue Code of
        1986,
        as amended. The Committee may adopt procedures for determining when a hardship
        situation exists, including the use of independent advisors to make such
        determinations.

       

          Any
        Participant receiving a hardship distribution may have no further amounts
        deferred under this Plan for a period of one year from the date of such
        distribution. The Participant shall not repay to the Company amounts distributed
        pursuant to this Section 9.

       

      10. BENEFICIARY
        DESIGNATION

       

          A
        Participant
        may designate one or more persons (including a trust) to whom or to which
        payments are to be made if the Participant dies before receiving distribution
        of
        all amounts due under the Plan. A Participant may, at any time, elect to
        change
        the designation of a Beneficiary. A designation of Beneficiary will be effective
        only after the signed designation of Beneficiary is filed with the Committee
        or
        its designee while the Participant is alive and will cancel all designations
        of
        Beneficiary signed and filed earlier. If the Participant fails to designate
        a
        Beneficiary as provided above or if all of a Participant's Beneficiaries
        predecease him or her and he or she fails to designate a new Beneficiary,
        the
        remaining unpaid amounts shall be paid in one lump sum to the estate of such
        Participant. If all Beneficiaries of the Participant die after the Participant
        but before complete payment of all amounts due hereunder, the remaining unpaid
        amounts shall be paid in one lump sum to the estate of the last to die of
        such
        Beneficiaries.

       

      11. UNSECURED
        GENERAL CREDITOR STATUS OF EMPLOYEE

       

          The
        payments
        to Participants and their Beneficiaries hereunder shall be made from the
        general
        corporate assets of the Company. No person shall have any interest in any
        such
        assets by virtue of the provisions of this Plan. The Company's obligation
        hereunder shall be an unfunded and unsecured promise to pay money in the
        future.
        To the extent that any person acquires a right to receive payments from the
        Company under the provisions hereof, such right shall be no greater than
        the
        right of any unsecured general creditor of the Company; no such person shall
        have nor acquire any legal or equitable right, interest or claim in or to
        any
        property or assets of the Company. Any accounts maintained under this Plan
        shall
        be hypothetical in nature and shall be maintained for bookkeeping purposes
        only.
        Neither the Plan nor any account shall hold any actual funds or
        assets.

       

      12. SHARES;
        ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION

       

          An
        aggregate
        of 100,000 split-adjusted shares of Common Stock were initially allocated
        to the
        Plan and reserved for the distribution of Compensation Accounts as described
        in
        Section 8.5. An additional 750,000 shares are now being allocated to the
        Plan, subject to adjustment under this Section 12. The Company may, in its
        discretion, use shares held in the Treasury under this Plan in lieu of
        authorized but unissued shares of Common Stock. 

       

          In
        the event
        of any change in the outstanding Common Stock of the Company by reason of
        any
        stock split, share dividend, recapitalization, merger, consolidation,
        reorganization, combination, or exchange or reclassification of shares,
        split-up, split-off, spin-off, liquidation or other similar change in
        capitalization, or any distribution to common shareholders other than cash
        dividends, the number or kind of shares or Stock Units that may be credited
        under the Plan shall be automatically adjusted so that the proportionate
        interest of the Participants shall be maintained as before the occurrence
        of
        such event. Such adjustment shall be conclusive and binding for all purposes
        of
        the Plan.

       

      13. INALIENABILITY
        OF BENEFITS

       

          The
        interests
        of the Participants and their Beneficiaries under the Plan may not in any
        way be
        voluntarily or involuntarily transferred, alienated or assigned, nor subject
        to
        attachment, execution, garnishment or other such equitable or legal process.
        A
        Participant or Beneficiary cannot waive the provisions of this Section
        13.

       

      14. CLAIMS
        PROCEDURE

       

          Any
        Participant, Beneficiary or any other person claiming benefits, eligibility,
        participation or any other right or interest under this Plan may file a written
        claim setting forth the basis of the claim with the Chief Executive Officer
        of
        the Company (“CEO”). A written notice of the CEO’s disposition of any such claim
        shall be furnished to the claimant within a reasonable time (not to exceed
        ninety (90) days) after the claim is received by the CEO. Notwithstanding
        the
        foregoing, the CEO may have additional time (not to exceed ninety (90) days)
        to
        decide the claim if special circumstances exist, provided that he advises
        the
        claimant, in writing and prior to the end of the initial ninety (90) day
        period,
        of the special circumstances giving rise to the need for additional time
        and the
        date on which he expects to decide the claim. If the claim is denied, in
        whole
        or in part, the notice of disposition shall include the specific reason for
        the
        denial, identify the specific provisions of the Plan upon which the denial
        is
        based, describe any additional material or information necessary to perfect
        the
        claim, explain why that material or information is necessary and describe
        the
        Plan’s review procedures, including the timeframes thereunder for a claimant to
        file a request for review and for the Committee to decide the claim. The
        notice
        shall also include a statement advising the claimant of his right to bring
        a
        civil action if his claim is denied, in whole or in part, upon
        review.

       

          Within
        sixty
        (60) days after receiving the written notice of the CEO’s disposition of the
        claim, the claimant may request, in writing, review by the Committee of the
        CEO’s decision regarding his claim. Upon written request, the claimant shall
        be
        entitled to a review meeting with the Committee to present reasons why the
        claim
        should be allowed. The claimant or his authorized representative may submit
        a
        written statement in support of his claim, together with such comments,
        information and material relating to the claim, as he deems necessary or
        appropriate. The claimant or his duly authorized representative shall be
        provided, upon request and free of charge, reasonable access to, and copies
        of,
        all documents, records and other information which are relevant to the
        claimant’s claim and its review. If the claimant does not request review within
        sixty (60) days after receiving written notice of the CEO’s disposition of the
        claim, the claimant shall be deemed to have accepted the CEO’s written
        disposition.

       

          The
        Committee
        shall make its decision on review and provide written notice thereof to the
        claimant within a reasonable time (not to exceed sixty (60) days) after the
        claim is received by the Committee. Notwithstanding the foregoing, the Committee
        may have additional time (not to exceed sixty (60) days) to decide the claim
        if
        special circumstances exist provided that the Committee advises the claimant,
        in
        writing, prior to the end of the initial sixty (60) day period, of the special
        circumstances giving rise to the need for additional time and the date on
        which
        it expects to decide the claim. In no event shall the Committee have more
        than
        one hundred twenty (120) days following its receipt of the claimant’s request
        for review to provide the claimant with written notice of its decision. The
        Committee shall have the right to request of and receive from claimant such
        additional information, documents or other evidence as the Committee may
        reasonably require. In the event that the Committee requests such additional
        information from the claimant, the period for making the benefit determination
        on review shall not take into account the period beginning on the date on
        which
        the Committee notifies the claimant in writing of the need for additional
        information and ending on the date on which the claimant responds to the
        request
        for additional information.

       

          If
        the claim
        is denied upon review, in whole or in part, the notice of disposition shall
        include the specific reason for the denial, identify the specific provision
        of
        the Plan upon which the denial is based, include a statement advising the
        claimant of his right to receive, upon written request and free of charge,
        reasonable access to and copies of all documents, records and other information
        which are relevant to the claimant’s claim and include a statement advising the
        claimant of his right to bring a civil action under Section 502(a) of the
        Act if
        his claim is denied, in whole or in part, upon review.

       

          For
        purposes
        of this Section, a document, record or information will be considered “relevant’
if it (a) was relied upon by the CEO or Committee, as applicable, in making
        the
        benefit decision, (b) was submitted, considered or generated in the course
        of
        making such decision, even if it was not relied upon in making those decisions,
        or (c) demonstrates compliance with the administrative processes and safeguards
        established by the Plan to insure that the terms of the Plan have been followed
        and applied consistently.

       

          To
        the extent
        permitted by law, a decision on review by the Committee shall be binding
        and
        conclusive upon all persons whomsoever. Completion of the claims procedure
        described in this Section shall be a mandatory precondition that must be
        complied with prior to commencement of a legal or equitable action in connection
        with the Plan by a person claiming rights under the Plan, or by another person
        claiming rights through such a person. The Committee may, in its sole
        discretion, waive these procedures as a mandatory precondition to such an
        action.

       

          In
        the case
        of an adverse benefit determination on review, in addition to the information
        described above, the notice shall state: “You and your Plan may have other
        voluntary alternative dispute resolution options, such as mediation. One
        way to
        find out what may be available is to contact your local U.S. Department of
        Labor
        Office and your State insurance regulatory agency.”

       

      15. GOVERNING
        LAW

       

          The
        provisions of this plan shall be interpreted and construed in accordance
        with
        the laws of the State of Missouri, except to the extent preempted by Federal
        law.

       

      16. AMENDMENTS

       

          The
        Committee
        may amend, alter or terminate this Plan at any time without the prior approval
        of the Board; provided, however, that the Committee may not, without approval
        by
        the Board, materially increase the benefits accruing to Participants under
        the
        Plan.

       

          IN
        WITNESS
        WHEREOF, this Amended and Restated Express Scripts, Inc. Executive Deferred
        Compensation Plan is effective as of January 1, 2003.

       

                                      

      
        	 	 	
                
                    
                    EXPRESS SCRIPTS, INC.

                

              


      

       

      
        	 	 	By:	
                  /s/ George
                  Paz                                                                    

                                                                        
                  

              
	 	 	Title: 	  President, Chief Executive Officer
                and Chairman